The Good Cog - A Toontown Story 1
by Cupcake the Pink Cat
Summary: Mark had been rejected and hated by his kind all of his life. His unusual possession of emotions causes him to feel something for the Toons that the Cogs loathe - compassion. Would he ever fit in with them? Would he ever be happy? And then again, WHO would he be happy with?
1. Disconformity

**Author's Notes: Okay y'all. After much prompting from my good friend and also very talented Toon, The Banana, I decided to post the fanfiction that is my original. I was very afraid to put it here as this particular story is very close to my heart, but here we are. There are several things that I need to make clear first.**  
**1\. While Loud and Clear is still in the works, I've had terrible writer's block with it lately, so I'm taking a small break to refresh. I know where I want the story to go, its just getting there I am unsure of.**  
**2\. My fanfictions, like I have said before, rely heavily upon the TTR storyline as its core and backbone. However, don't let that deter you from reading, because this particular book doesn't really delve into it enough to confuse the reader.**  
**3\. And lastly, I wrote this story a while back, so it's very, very, cringey. While I don't think of this as my best work, I believe that it's still worth reading.**  
**And that would be all! I hope that you enjoy, and if you have any comments or constructive criticism, please post your thoughts. Thank you to anyone reading!  
**

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Somewhere deep, deep below Bossbot Headquarters, amidst many gloomy and drab proceedings, is a place where newly manufactured Cogs are sent to be trained in the ways of their kind. Each type is taught their respective trade - Lawbots are taught Jurisprudence, Sellbots are taught marketing, and so on and so forth. But most importantly, every Cog - no matter their make, model, or type - is trained how to battle, sadden, and defend themselves from the Toons. While not all Cogs are sent to patrol and roam the streets, it is still imperative that they learn the procedures of engagements with the Toon race. These lectures are taught by a dreadfully strict Mingler, who loved nothing more than watching new, eager Cogs graduate her class, ready to destroy any Toons that might get in their way.

Now it was springtime, and a batch of freshly produced Cogs were about to join her class. She was very excited to 'nurture and cultivate' these new recruits, and she had already prepared most of the lessons in advance. The lessons were usually the same every set, but occasionally she liked to, as she put it, 'spice things up'. But this time was a bit different, as she received an unexpected visitor on her first day of class. It was none other than the CEO himself, who rarely came out of his office, save for his favorite pastime of golf. The Mingler, who's name was Mindy ( or Professor Mindy by her students ), was absolutely floored at the sight of him who, after rather clumsily entering her classroom, said, "You are Professor Mindy, I presume?" The Mingler could do nothing more than slightly nod her head in reply. "Wonderful," he continued, somewhat amused at her inability to vocalize. "I understand that the new batch of Cogs are being sent here today from Cog Nation, for their first day of training. Is this correct?"

"Mm-hmm," she answered, beginning to feel a bit nervous.

"Well then, Miss Mindy, I'd like to inform you of a little, well, mishap that has occurred during the production of one of the Cogs partaking in your class. He is a level three Telemarketer Sellbot, named Mark, who seems to have undergone the intelligence portion of his manufacturing... twice. He seems to be alright and functioning as he normally should, but I'd like for you to keep a very close eye on him, and make sure that he doesn't have any, well, _disconformities._ Do you understand?"

The Mingler suddenly straightened up and said, rather curtly, "Sir, with all due respect, this is not a babysitting service. He will be expected and required to accomplish every task that his colleagues must. Do YOU understand?"

The CEO was stunned that she would be speaking to her superior - the head of all the Bossbots - in such a way. And she was only a Sellbot! His placid temper suddenly changed. "Listen, Mingler," he bellowed, his deep voice rattling out of his large, metal frame, "I don't know who that you think you are, but understand this: your job will be in serious danger if you fail." And with that, he turned around, and left the room.

The Mingler was a bit shaken up, but she soon regained her usual stiff composure at the sound of metal feet pounding the ground. She knew that it was her new students. Her new student... and that _thing._ One matter that was for certain, however, was that there was no way in Cog Nation that she was going to let a defective Cog ruin her position in Bossbot Headquarters. And go back to marketing in Sellbot HQ? Never! She would make sure of that.

Bossbot HQ was truly a thing to behold. Beneath its rough, cold exterior, and painfully dark atmosphere, the stately mansions were quite exquisite. For a Cog, it was the epitome of everything to be strived for. From its highly-regarded training school, to it simply being the center of every other HQ, it was clearly the subject of much praise. Not from the Toons, of course. And it was no different for Mark, the 'defective' Cog, either. He enjoyed his training there, and would often look forward to the assignments given to him by the Mingler. Things went well, too, until one day he said something that he'd forever regret.

The time had come for Mindy to give her students their final lesson, how to terrorize the Toons. And oh, how excited she was! That is, until a certain Sellbot asked an infuriating question. The heartless Mingler had just finished explaining how to inflict a Paradigm Shift ( a favorite move of hers ), and viciously demonstrating it on a Toon-like statue, when Mark raised his hand.

"Yes Mark?" she said, in an aggravated tone. "What is it?"

He pondered for a moment, and then replied, "I am very confused by this topic. I understand HOW to harm the Toons, but I don't understand WHY. Why must we hurt them?"

A look of intense anger shot across her face. She couldn't believe what she was hearing. "Excuse me? What do you mean by that?"

"Well, I'm just having a hard time justifying our reason for this behavior. It just doesn't make sense in my mind. But this is just my humble opinion, Professor. I respect you greatly.

This was too much for the Mingler. She stomped over to where he was sitting, yanked him up by his necktie, and hissed, inches away from his face. "How dare you! How dare you question the proceedings of your kind! You are a disgrace!" She pushed him back down. She looked around the rest of the class, and said, haughtily, "Well then, I guess we've finally found the disconformity!" Some of the others began to whisper amongst themselves, while others just shook their heads.

"I'm very sorry to have offended you. I promise that I am a completely loyal Cog, and I wish nothing more than to fulfil my duties as a Sellbot."

"Oh yes," she answered him, her hate-filled tone changing to one of mischief and cunning. "You will complete my class, receive the Sellbot emblem, and begin working immediately in your HQ. However, I can assure you that if you continue thinking the way that you do now, you will forever be a failure, and will never amount to anything more than just a flawed defect."

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**End Notes: Gosh, revisiting this, it makes me realize how savage Mindy is. Poor Mark. His life will get better, though, trust me. :)**


	2. Overriding Decisions

**Author's Notes: Bear with me if this chapter feels a little rushed. I try not to write like this anymore, but since this is an older story, I'm not rewriting anything for now.**

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The harsh words spoken by the Mingler had stayed with Mark for a long time. Years later, while in employment in Sellbot HQ, he still couldn't shake the fear that those words had forever instilled in him. He didn't want to be a defect, or a failure; but still, even surrounded by all of his Toon-hating coworkers, he had no desire to hurt any of the citizens of Toontown. And that made things very difficult for him. His fellow Cogs quickly took the opportunity to make him the victim of all their mocking, derision, and spiteful contempt. One day, however, they took this hatred to a murderous level. They didn't want to have to put up with this Toon-loving, dysfunctional Telemarketer anymore. The only way to get rid of him, then, was to either get him into trouble with the VP, or end him themselves. The latter, in their insensitive eyes, was the easiest method. So one day, near the edge of Sellbot HQ where it meets with Daisy Gardens, on top of one of the towers, these cold-hearted Cogs had thrown him over the ledge, letting him crash to the hard ground below. They were sure that this was the end of 'Mark the defective Sellbot', but little did they know that his story was far from over.

Cupcake Doggenbottom was ecstatic. Today was going to be an amazing day. Cupcake and her best friends, Brownie and Flip Pea, were going to defeat the VP together with a group of five other Toons. This would only be her second time doing this, so she couldn't wait to have the exciting experience again. She didn't often join in the boss fights, mainly for her overprotective father's sake. This was extremely hard for her. She had a sort of fire that burned within her, relentlessly, driving her to be a strong fighter in the war against the Cogs. Because her dad was the Mayor of Toontown, she was constantly reminded by him of the target that was on them due to their positions in the town. But she couldn't stop. Not only was she fighting for her dad, who she painfully knew could've been the one captured on election day, but she was also fighting for her mom, who she hadn't seen in five years. When the Cogs attacked on Doomsday, they cut Toontown off from all access to the other towns and cities surrounding it. Unfortunately, her mom was in another town at this time, and was kept form ever returning to her family. This, along with the never-ending threat to her father, friends, and home, had turned Cupcake into an anger-driven warrior, never at rest as long as the Cogs roamed the streets. She may have been only sixteen, but she was invaluable to her town.

But now she was as happy as ever, skipping down Oak Street, which led from the Daisy Gardens playground to Sellbot HQ. The sun was out, the birds were singing, and a soft, melodious tune was floating through the air. It was the perfect picture of springtime beauty, aside from the occasional grey, sullen Cog that would be roaming up and down the block. Finally, she made it to the entrance tunnel of Sellbot HQ. She looked up at the large, menacing building, with its narrow towers spurting out a black, ominous steam. She was just about to run through, when something in the corner caught her eye. She glanced over, and was immediately shocked at what she saw. There, lying on the ground, was a Telemarketer Sellbot. She was very confused. Usually, when a Cog was defeated, they simple exploded and only the parts were left behind. But this Cog was badly beaten, and there were no gag remnants anywhere on him. She was just going to ignore this odd occurrence, when suddenly the strangest feeling came over her. Now, Cupcake was no stranger to these feelings of guidance, as she would usually have them to help her in a hard decision. But this was different. This was a feeling of... compassion? For a _Cog_? She was floored by her own emotions. She just couldn't help but be drawn to the seemingly lifeless form lying there. After contemplating for a moment, she went over to the Telemarketer, and after kneeling down on the lush, green grass, began to survey him over for any signs of life. She listened intently, and soon heard the faint sound of the whirring and clicking of gears somewhere in his torso. She carefully, removed the Sellbot emblem located on his chest to see what color his health light was. It was a dark red, meaning that had the damage been any worse, he would've certainly been dead.

Cupcake didn't know what to do. Her hate-driven self wanted nothing more than to simply leave him there, and go on her way. But something drew her to him. She couldn't ignore it. Now, for all she knew, this Cog could've been just like the rest of his metal predecessors, who would turn on her the moment that he was fixed. She was so disconcerted about what to do, when suddenly she heard a hissing sound coming from her pocket. It came from her Whisperer, a device used by Toons to communicate solely with a friend of group of friends. She pulled it out and saw that the message was from Brownie, asking rather frantically where she was.

"Great," she muttered, placing it back into her pocket. "What am I supposed to say? Brownie will never believe me if I tell her what I'm doing." She sighed. "I guess I'll just have to bring him home myself, and ask her to meet me at my house."

After contacting Brownie, her mind filled with all the reasons that this was a horrible, dangerous idea. But somewhere, deep inside of her, she felt compelled to. So, after telling herself repeatedly that she was crazy, she pulled a Teleportation Hole out of her abysmal pocket. Then, after lugging the Cog onto her lap, she somewhat rolled into the hole. She then landed, with a bang, on the floor inside of her messy, cluttered home. She sighed. It was too late to go back now. Whether or not she had made the right decision, time would soon tell.

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**Ugh - FACEPALM - so cliché. Also, this needed WAY more dialogue.**


	3. Favors

**Another chapter, y'all! I hope that you enjoy, and thanks to Doctor Matzo for allowing me to use her amazing character in my story. I hope I wrote her well. :) I also hope that I didn't get the family relations mixed up.**

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Brownie soon arrived at Cupcake's house, her teleportation hole popping her up right in the living room. She was somewhat irritated, as their VP battle had been planned for at least a week. And now, at the last minute, Cupcake unexpectedly cancelled? It didn't seem like something that she would do. Speaking of Cupcake, where was she?

"Cupcake?" Brownie called out.

"I'm in here!" the pink cat responded from her bedroom. Brownie walked to where she heard Cupcake's voice, and was met by her at the bedroom door.

"Cupcake!" Brownie said, crossing her arms. "What is going on?"

"W-well, Brownie, before I tell you, I need for you to understand that this has come as a surprise, and I'm still in awe of my actions."

"What in the world are you talking about?" She peered over Cupcake's shoulder.

"BROWNIE, NO!" Cupcake cried out, but it was too late. Brownie's eyes grew wide, and her ears perked up high. She began to shake violently. "Ahh!" she screamed, grabbing Cupcake by the arm and dragging her away from the room.

"Wait, Brownie!" Cupcake yelled, yanking her arm away from Brownie's petrified grasp.

"Cupcake, there's a COG IN YOUR HOUSE! A Cog! This is NOT good!"

"Actually, Brownie, I brought the Cog here."

"What? You expect me to believe that?"

Cupcake sat down on the ground and covered her face with her gloved hands. Her ears drooped, and she let out a long, mournful meow.

"Oh, my!" Brownie said, her tone getting softer. "You're serious, aren't you?" The pink feline nodded her head. "Oh, Cupcake, why? I don't understand any of this."

"While I was on my way to the HQ, I found him lying on the ground. He was, and still is, badly injured, but I don't think it's a Toon's doing. I wanted to just leave him, but I couldn't. I had a… feeling."

"A feeling? And you brought him here for what?"

"Well, I just thought that maybe I could, with your help obviously, fix him up."

"Fix him! Cupcake, you hate cogs. Now you're wanting to help one? How do you know that if we do help him, he won't just turn on us? I've never heard of a Cog being grateful."

"Couldn't you, I don't know, reprogram him?"

"No, too complex," Brownie replied, shaking her head. "You would need a Loony Labs scientist to be able to do that. Besides, you've just assumed that I can help you fix him. Cupcake, I don't know anything about the innerworkings of a Cog. All I know is that there are a lot of gears lying around after an explosion. How is this supposed to work out?"

"Well…" Cupcake hesitated, standing up. "I was also considering enlisting the help of another Toon."

"Another Toon?" Brownie repeated, incredulously. "Who?"

"Do you remember Doctor Matzoh?"

She rested her chin on her hand for a moment and thought. "Hmm… oh yes, I remember her. Isn't she the doctor who helps patients recover after going sad in a battle?"

"Yeah, that's her."

"My mom had to see her a while back after a battle she went sad in. She had a really hard time recovering, and Doctor Matzoh seemed to be very insightful in her recuperation. She really likes her." She tilted her head to one side. "But wait, do _you _know her?"

"I do," she explained, going over to her desk and rummaging through one of its drawers. "Do you recall what happened a few years ago, when I went into that VP battle?" she asked, still searching. "And you and Flip Pea didn't attend because you thought that we were to inexperienced to fight him?"

"Yeah, we were right, too." She crossed her arms. "You went sad!"

"Yes, I did. Thankfully, Doctor Matzoh was in that VP run as well, and when I started to get too low, she was the one who suggested I take it easy, and ride the rest of the battle out on the side. Of course, I didn't listen."

"Oh, and she ended up helping you get better after you went sad, right?"

"Mmhmm. My dad still doesn't know about the occurrence" She chuckled as she pulled out an old photo of her and the Doctor. She handed it to Brownie, who surveyed it over with a smile. "Anyways," Cupcake continued, "we soon became really good friends. She said that I reminded her of her sister, always taking on more than I should. I used to visit her a lot after rough battles, but now that I'm a higher Laff, I don't get hurt as often so I haven't seen her lately."

Brownie handed back the photo and looked up. "But what does this have to do with fixing the Telemarketer? She's a Toon doctor. I doubt that she's going to know anything about Cog mechanisms."

"Well… I'm not so sure about that. A long time ago, she was giving me advice on fighting, and she mentioned something about knowing how a Cog approaches battles, and the best way to defeat them. It was almost like she knew what they felt…" she trailed off.

Brownie wasn't exactly sure what to make of this. "Well… that's interesting."

Cupcake turned and quietly padded into the bedroom, where the unconscious Cog lay on the floor. She sighed. "What have I gotten myself into?" she thought.

"Listen, Cup, this is incredibly risky, and I don't understand it AT ALL, but you know I'd do anything for you, so I guess I'm willing to trust your poor judgement and help out. I can't believe that you're listening to these… feelings. If you want to go and see Doctor Matzoh, I'll stay here with the Cog. But do you want my honest opinion?"

"Yes."

"She's going to think you are crazy."

The two friends broke out into laughter, which wasn't as lighthearted as usual. Cupcake nervously retrieved a Portable Hole from her pocket, and nodded to Brownie, who smiled supportively as she disappeared. In mere seconds, Cupcake had arrived outside the entrance to Doctor Matzoh's Laff Infirmary, where she treated her depressed patients and taught them better strategies for preserving their happiness. She soon was walking into the colorful building, being immediately greeted by the Doctor's bad-tempered receptionist, who irritated Cupcake every time she saw her.

"Hi there, Mrs. Gigglebeans," she addressed her through gritted teeth, forcing her most charming smile. "How are you doing?"

"Are you here for an appointment, child?" she answered, abruptly.

Cupcake laughed uncomfortably. "I… err… don't exactly have an appointment. I'm simply here to see an old friend."

"Friend or not," Mrs. Gigglebeans snapped back, causing those in the waiting room to jump, startled, "Doctor Matzoh is very, very busy, and she cannot be distracted by every young hooligan that disregards the order of her business, and furthermore…"

"CUPCAKE!"

Mrs. Gigglebeans stopped talking at once. She and Cupcake looked to the speaker, who was none other than Doctor Matzoh herself. She quickly skipped over to her pink acquaintance, burying her in a hug the moment she was close enough.

"Hi, Doctor Matzoh!" Cupcake said, hugging her back. "How long has it been?"

Matzoh let go, grinning from ear to ear. "Oh, gosh, much to long," she answered, looking the tall feline over. "Holy fluff, you've grown so much in so little time! How are you?"

"I'm good, thank you. How about yourself?"

"Well, I'm very good when my receptionist isn't threatening my guests." She winked at Mrs. Gigglebeans, who let out a frustrated harrumph and stormed off.

"She doesn't like me," Cupcake stated, shaking her head.

"Well, don't feel bad. She doesn't really like anyone." She motioned to the door leading to the back rooms. "I have a few minutes before my next appointment, so would you like to talk? We have quite a bit of catching up to do.

"Sure," Cupcake replied, anxiety kicking in as she contemplated on how to clarify the situation at hand. They soon went into Doctor Matzoh's office, and due to Cupcake's extremely observant nature, she immediately began taking in every aspect of the room. It was colorful and bright, and a large, open window allowed the outside light to pour in. There were several tall, glass cases on either side of the room, filled with pies, banana peels, and many other gags of every track displayed under the clear shield. Off to one side, there was a disarrayed, handmade dummy resembling a Flunky, which Cupcake remembered was used during the Doctor's weekly training session for those far enough along with their recovery to begin fighting again.

Only moments later, she diverted her attention back to the problem at hand, taking a seat across from Matzoh at her desk. She swallowed hard, realizing that she needed to let her know that this was going to be an irregular visit. "Matzoh," she started, tugging on her gloves in anticipation, "the main reason I came to see you today is because I need to ask a favor from you."

Matzoh placed some of her pens back into their holder. "Oh?"

"It's definitely not an ordinary request, and if you don't want to help, I totally get it.

"Oh, Cupcake, I'll help you with anything!" A warm smile graced her muzzle. "So, what is it?"

"Well… how much, um, do you know about the way Cogs function?"

Her smile faded and her expression turned rather serious. "I know a decent amount, but what does this have to do with your favor?"

"I… need help fixing a Cog!" she blurted out, closing her eyes in expectancy of the Doctor's response.

"You need help fixing a Cog?" She looked extremely confused. "How? Why?"

After much explaining, Cupcake soon had told her the whole story of how she had found him, rescued him, and took him home. Matzoh was floored trying to understand why she was doing this. Cogs were enemies, and helping one was nearly forbidden by law. Any interaction with them was explicitly stated to remain solely within hostile terms. Not only was Matzoh hesitant to assist in repairing one of the monsters that had nearly killed her sister, she was also afraid of what would happen if she went against Toontown's rules. She had an amazing practice to her name, and a wonderful reputation. Was she really willing to risk those things?

Cupcake stood up and pushed her chair back under the desk. "Doc, I understand if you don't want anything to do with this. The fact that I'm even telling you what I've done is incredibly risky, and my dad is the Mayor! He's going to kill me when, or if, he finds out. I don't know why I did this, but my instincts would have never let me rest until I had helped him. Maybe he'll hate me just like every other Cog would hate a Toon, but at least I did my part. I'm sorry that I've taken so much of your time." She turned to go, her demeanor full of dejection. Just then, however, Matzoh spoke up.

"Cupcake wait," she called to her, sighing. "I'll help you."

"Y-you will?" She shifted from side to side.

"Yes, I will help you. You are clearly very passionate about doing this. I don't exactly agree with your decision, but because you are my friend, I'm not going to let you repair him alone. You have to promise me one thing, however."

"What is it?" she asked, eagerly.

"If your dad finds out, make sure he knows that this wasn't my idea."

Cupcake chuckled and told her that she wouldn't get blamed for anything, and soon, they had agreed on a time to meet, both quite nervous to start one of the biggest undertakings of their lives.

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**Incorporating a new character was really nice. It was fun writing someone other than the usual individuals in my stories.**


	4. Misplaced Affection

**It's funny how it looks like you've written so much more in a Word doc. Anyways, I now present chapter 4! :)  
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The skeptical Doctor slowly trotted up the hill leading to the pink feline's estate. The wind blew softly through her purple fur, sending ethereal shivers down her spine. Her feet padded against the lush, green grass, stirring the occasional butterfly from a peaceful rest, it soon flitting up towards the gleaming sun above. Nature was truly beautiful, and if nothing else proved it, this was enough evidence. Eventually, however, she was at the doorstep of the small, magenta house, its exterior walls lined with flowers of many kinds, each one close to dying, as Cupcake was notorious for being terrible with plants. She inherited that from her father, for sure.

Soon enough she was at the front door, knocking apprehensively while glancing around. Cupcake was then heard scurrying quickly to answer it, and moments later the doorknob was turned and opened to reveal a very disheveled, frazzled feline. Matzoh restrained from laughing as much as she could, since usually Cupcake had her appearance together much better than this. Clearly, she had spent most of the hours following their meeting in worrying about their task ahead, and quite frankly, Matzoh couldn't truthfully say that she hadn't either. The Doctor wordlessly entered the building, taking note of how much her décor had been changed and rearranged in the years they had been apart. She had obviously matured, not only in her personality and taste, but in her fighting skills, as high-level gags were seen strewn everywhere. Generally, Cupcake was a fairly tidy Toon, but in seemed as if this new event had thrown her off in more ways than one.

"So," Matzoh began, dropping her duffel bag full of tools onto the floor, "where's this Telemarketer I've heard so much about?" She cracked a smile.

"In my bedroom," Cupcake replied, showing her into the room, where their view was met by the unconscious Sellbot, laid out across a foldable table, which looked as if it may collapse under his weight at any moment.

Matzoh inhaled sharply, scratching her head with one of her gloved hands. "W-why is he in here?" she asked.

Cupcake chuckled uncomfortably. "Er… I was honestly afraid that my dad would show up to visit me, and then see him. That would be a disaster."

"Definitely," she agreed.

The two Toons soon had a makeshift workstation set up, and their equipment was sorted into neat piles next to them. Matzoh still wasn't entirely sure how this all would work, but she would first need to diagnosis the problem, at least. About ten minutes later, she had determined the problem, which, simply put, was several outward defacements and CPU disruptions. Thankfully, the more secretive parts of Matzoh's past allowed her to know just what to do, and she immediately began the tedious job of fixing one of her sworn enemies. If it hadn't been for Cupcake, she would have finished him off right then and there.

Cupcake helped by quietly handing the Doctor whatever she needed, from screwdrivers to the various wiring she had kept from previous, now deceased Cogs. The pink feline eyed him over carefully, and soon was entranced by visually memorizing his features and expression. He was your typical Telemarketer; with dark, slicked-back hair, tan metal plating, and a distractingly charming smile which could coax even the most frugal of Toons into a 'promising' purchase. He was clad in the normal clothing of the Sellbots, although this particular tartan, burgundy suit showed obvious signs of a violent struggle. His hands were the odd, bluish-purple color that most Cogs had, and Cupcake subconsciously dragged her hand across his. It was strange for her, as there was a feeling in her that she had certainly not expected to experience. Was it… _attraction_? Cupcake cringed inwardly. She didn't like the thought of that. However, she was fascinated by even the things as simple as his facial expression, which clearly communicated that he had undergone some severe mental pain before his near demise. Wait, mental pain? Geez… Cupcake was getting a little ahead of herself. This was a Cog. A cold, heartless, emotionless robot. And then…

"Cupcake!"

She snapped back to reality as she finally heard the sound of her friend's voice bringing her back down to earth. "Sorry, Doc. How is he doing? Wait, are you finished?"

"Yep," Matzoh replied. She slid his Sellbot emblem back over his health light, which was now glowing a strong, healthy green. She wiped some oil off of her gloves and onto a rag, smiling proudly at the work they had done.

Cupcake began to clean up the mess of spare gears and Cog parts. "Um… w-when do you think he'll wake up?"

Before she could reply, however, the Cog's hand began to twitch. Matzoh chuckled nervously. "Soon, apparently."

Cupcake walked over to his side, glaring down at the very individual she should've killed. She rubbed her arm anxiously, when a soft hand was placed upon her shoulder. She turned around.

"Cupcake," Matzoh whispered, softly, "you did the right thing. And I'm glad I was able to be apart of it. Whatever happens, we're in this together."

She smiled warmly. "Thank you, Doc."

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**Ugh, THE FEELS. I'm such a sap SEND HELP. :) Also, this really isn't supposed to be a love story. At this point though... 0_0 **


	5. Problems

**Yes, yes, I'm posting _yet another chapter_. NO I am not obsessed with this story. Anyways, I hope that ya'll enjoy. This will be a bit longer than the previous chapters have been. :) Thank you to anyone who had read this. It honestly means so much more than you know. Also, I'm beginning to get into the mood for Loud and Clear. So hopefully, I'll have a new part to that story out soon. And as always, if you'd like to give your input don't hesitate to comment.  
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The seconds seemed to tick by and morph into centuries. The two felines watched with trepidation as the Cog's hand twitching soon led to him slowly moving his head and legs, which unnerved both of them to some degree. Cupcake quietly inched closer to a nearby end table that was holding some of her gags, while Matzoh, who was incredibly tense, slinked quickly into the corner of the room. Then, when the Telemarketer finally sat up, she nearly jumped in the air, caught off guard by this abrupt action. Cupcake, on the other hand, in her undying curiosity, began walking over to him, watching his every move like a hawk. He let out a sort of mechanical moan, eying his metal exterior over and becoming quite surprised by the fact that he had been fixed. He then seemed to realize that he was in a Toon's house, and soon enough, his wandering gaze met with the figure of Cupcake, who stood mere feet away, staring straight back at him. A look of shear terror crossed his metal features, and he instantly began pushing himself backwards away from her. Unfortunately, he failed to notice that he had been lying upon a table, and after going back too far, he fell right off and onto the ground, landing with a crash that made Matzoh flinch, desperately hoping that he didn't sustain yet another dent from it. They had worked hard to fix the ones he originally had.

Cupcake ran to where he had fallen and peered over the 'operating table', a cream pie tight within the grip of her gloved fingers. Her green, piercing stare soon locked with his lens-like eyes, and once his memory banks pulled up the name and information matching her face, his fear increased tenfold. For among his kind, Cupcake was well known. She was a menace to the Cogs and was merciless to them in battle. She was second only to Lord Lowden Clear and the Resistance, and her amazing fighting abilities qualified her name to be remembered. Even though he had never actually engaged in a battle with a Toon before (as he was an HQ worker), he was no stranger to witnessing dozens of his fellow workers explode by their kind. So, when he saw the pie resting expectantly in the palm of her hand, he was certain that his death would follow.

Cupcake, on the other hand, wanted to be amicable with him before deciding how he would react to their kindness in fixing him. She cleared her throat apprehensively and began, stuttering, "U-uh, h-hello there." She feigned a cheerful smile, although the feeling pervading the atmosphere was less than calming. "Are you alright?" She watched him carefully as his gaze went from her face to the pie and back again. "Oh!" she exclaimed, noticing what he had seen. "I'm sorry. I wasn't sure how this was going to go." She went and placed the pie back onto the table. "I'm not going to hurt you unless, of course, you hurt me." She held out her hand to help him up. He was dumbfounded. Cupcake Doggenbottom, one of the most feared toons known to Cogs, was trying to help him?

"Listen, Cog, I have absolutely no clue why I'm helping you, but I know better than to go against my intuitions in any matter. It doesn't seem like you have anything to lose, so you better take my hand." He figured that she was right, considering that he was in no position to run or fly away, and he had zero desire to fight her. He took her hand, and after she had pulled him up rather abruptly, began simultaneously pulling at his suit's collar and adjusting his tie, all in an effort to distract him from the feeling of trepidation that was overwhelming his circuitry.

"Because I just saved your life," Cupcake said, trying to break the uncomfortable silence, "I need for you to explain some things to me. I can't account for my behavior, but I would like to know some details about you. Do you have a name?"

"U-um, yes, I do," the Telemarketer responded, still apprehensive of the situation. His voice was clear and articulate, indicating that he must've held an advanced position in his Telemarketing branch. "My name is C21516-CF, or Mark as a nickname."

Cupcake let out a small, stifled chuckle, and said, "Well, I think that I'll just call you Mark. Now, given the circumstance that I found you in, you must have had a pretty rough fight with a Toon. They decided to use their fists instead of their gags?"

A sad look passed over his face. "I wasn't beaten up by a Toon."

"What happened to you then?"

"My own kind turned against me. I'm, well, a sort of defect. I'm not like the others."

"How so?"

"I'm not sure why I'm like this, but I have never had a desire to harm a Toon. I don't want to make them go sad, threaten them, or invade their streets. I want peace with your kind. My co-workers didn't understand that, and I suppose that they were tired of my optimistic outlook of things. They wanted to get rid of me."

Cupcake glanced over at Matzoh, who still hadn't moved out of the dark corner she was crouched in. But the same thoughts were passing through her mind as well. Was this Telemarketer saying that he felt _emotions_? Cogs obviously felt certain things, such as hate and the mild pleasure that came with employment, but not compassion. Not sympathy.

"So, they tried to kill you for being different? That seems a bit harsh."

He smiled sheepishly, answering in the positive with a slight nod of his head. He then, as if a sudden revelation had come upon him, said, "But why did you fix me? I'm your enemy!"

"Um, actually, it wasn't just me." She waved for Matzoh to come over.

She did, after much hesitation, and once she had eyed him over, said slowly, "Hello there, Mark. My name is Doctor Matzoh."

"Pleased to make your acquaintance, Doctor," he replied, holding out a trembling hand. They shook quickly, neither wanting to be close for long. "Thank you both so much for repairing me." The two Toons exchanged bewildered glances.

"You're, um, welcome," Cupcake replied. "I guess I should tell you my name as well. I'm…"

"Cupcake Doggenbottom, daughter of Flippy Doggenbottom, Mayor of Toontown," he blurted out. "Sorry."

"It's fine, but how do you know so much about me?"

"You're well known among my kind."

Cupcake smiled inwardly at this, feeling very proud that the Cogs should find reason to fear her. She shifted her weight from foot to foot, as a discomfiting silence filled the air. "Will you be able to return back to your Headquarters?"

Matzoh, who had remained quite for most of this discourse, finally spoke up. "Mark, I'll need to run some tests on you before any decisions are made. We can go to a quiet street in Donald's Dreamland, and since it's late, there won't be any Toons nor Cogs around to bother us."

Mark closed his eyes and repeated, with a tone of dread in his voice, "The streets?"

"We'll keep you safe, Mark," Cupcake reassured him, lightly placing a hand on his arm. She retracted it only moments later, unsure where the action came from.

A strange feeling of gratitude was disrupting Mark's CPU. He was both uneasy and delighted at the same time. No one had ever shown him such kindness before, and here he was receiving it from his so-called 'enemies'. Maybe Toons were more than wacky, mindless, cartoon animals intent on destroying order and function. Maybe there was more to all this than he had been told.

Being a Cog, Mark always travelled either by walking or flying, and he was absolutely terrified to go through the dark, abysmal Portable Hole that Cupcake and Matzoh seemed so comfortable with jumping into. Nonetheless, they were soon standing in the middle of Lullaby Lane in Donald's Dreamland. The individuals in this peculiar trio were the only forms of life on the street. Donald's Dreamland was forever in a state of night, and as it was evening everywhere else, most of the Toons had returned to their respective playgrounds or had withdrawn to their estates. As for the Cogs, none of them wished to be out aimlessly roaming and patrolling the streets when there was no reason to. Despite their inborn tendency to over-work, they still enjoyed the little time off that they were allowed by their higher-ups.

After several tests done on Mark's functions, it was ultimately verified that he was operating at full capacity. There was nothing left to do, except determine how, _or if,_ he would return to his normal life. Cupcake could see it in his eyes, just how afraid he was of those who had tried to kill him. It broke her heart knowing that he had no family or friends to run to. He was all alone.

Matzoh had managed to practically ignore Mark during this time, as she was still extremely distrustful of him, despite being assured repeatedly by Cupcake that he wouldn't harm them. He had even thanked her again, but she retorted that there was no chance he would have received her assistance had it not been for Cupcake. She was the real reason that he was still alive.

Suddenly, just as they were beginning to discuss the matter, what should they hear but the pulsating sound of a pair of Toon feet coming towards them around the street's bend. It was a short, yellow colored deer, running at full speed through the dimly lit lane, with a piece of brown paper wadded up in her hand. The two Toons immediately recognized it to be a Toontask, and by the speed at which she was running, it was apparent that she was determined to complete it soon. That's when she saw Mark.

"A Telemarketer, perfect!" she exclaimed in a nasally, high pitched voice. She noticed the two felines standing next to him. "Wait for me!" she screeched, running even faster. Panic and fear rose up in Mark's circuitry, as he realized that she was indeed coming for him.

"Cupcake, we need to get him out of here," Matzoh anxiously whispered. Cupcake looked over to Mark and saw him staring at her with a pleading expression, pure terror visible in his silver, metal eyes.

"I suppose that there is only one thing to do," she replied reluctantly. Quickly, in no more than the blink of an eye, she had whipped a Teleportation Hole out of her pocket, thrown it hastily onto the ground, and was pushing both Mark and the Doctor down into it. Then she herself was jumping after them into empty, black abyss. It sealed instantly behind her.

The yellow-furred deer was dumbfounded. Had what she just beheld really happen? Was it no more than an optical illusion caused by the bioluminescent fireflies that swarmed the street? No, she had most definitely seen two Toons and a Cog disappear through a Portable Hole. She was positive.

Now, this particular yellow deer, who went by the name of The Banana, was quite the informant. She was notorious for never being able to keep things to herself, and once she had seen something, albeit important or not, she would promptly tell whatever Toon would listen to her endless gossiping. But this time, she had to alert someone in higher authority than just a friend or an irked neighbor. This could be a threat to the town! And she knew exactly who to tell.

"I must notify Mayor Flippy!" she thought.

And soon enough, she was on her way.

After the three companions had expeditiously teleported to Cupcake's estate, it was perfectly clear that they had a huge problem on their hands. It was one thing to be engaged in conversation with a Cog, but it was an entirely different matter for the said Cog to be traveling with Toons via the so-called "safe bypasses". There was no telling what that deer must have thought of this strange occurrence. By now it was getting very late, and the Doctor needed to get some rest as she had a long string of appointments scheduled the next day. It was finally decided that Mark would stay with Cupcake that night, until they could figure things out in the morning. Matzoh was rather hesitant to leave he alone with him, but after much persuasion, she finally agreed. She made plans to visit during her lunch break the next afternoon, however. She couldn't leave her alone for _too_ long.

* * *

**NO, THE BANANA, NO! Don't tell Flippy... PLEASE...**


	6. Tattletale

**Just realized that I haven't been labeling these comments that I put at the top as 'Author's Notes'. Guess it doesn't really matter at this point. Anyways, just restating that 'The Banana' belongs to my friend, Doctor Matzoh. Enjoy :)**

* * *

Flippy stared longingly out the large window of his office. He sipped languidly on his morning coffee, watching the people of his town frolicking in the bright sun, completing Toontasks, spending time with friends, and enjoying all that life had to offer as a Toon. Oh, how he wished to join them, walking in the springtime beauty with his daughter. But being the Mayor, he was required to stay cooped up inside Toon Hall each and every day, for hours on end, handing out tasks, solving other's problems, and making decisions promoting the welfare of the town. Of course, he couldn't say that he didn't love some aspects of his position. It was mainly the paperwork that got to him. Oh, the paperwork. He shuddered at the thought.

Just as he was about to swallow the last of his caffeinated beverage, the door to his office was slung wide open, causing him to startle out of his reverie and nearly drop his mug. He quickly wheeled around, exasperation clearly marked on his face. Once he saw who it was, his irritation only grew. Flippy was known to be a very easygoing and well-tempered individual, but as with everyone, he still had his moments.

"MAYOR FLIPPY!" a brown monkey screamed, pounding his fists on the Mayor's desk. "HELLOOOO!"

Flippy forced a smile through gritted teeth. "Hello, Monkey See," he replied, sulking over to the chair behind his desk and sitting down. "You know, my office doesn't open for another twenty minutes." He peered around the jittery simian, looking for any signs that his twin brother, Monkey Do, had followed him in. Usually, the two trouble-making brothers were never seen apart. Flippy hoped this didn't mean disaster. What if Monkey Do had broken the Trolley, and was trying to prevent people from boarding? What if he had torn apart the gazebo in TTC, and was holding its broken shards of wood together? It wouldn't be the first time. What if….

"I KNOW your office isn't open yet, Mr. Mayor!" Monkey See yelped, yanking on his long tail. "BUT because I'm one of your best friends, I thought that maybe you would go ahead and sign this completed task off for me. Pretty please!"

Flippy rolled his eyes, slightly bemused by the fact that this strange Toon didn't seem to notice just how ridiculous he sounded. "Why didn't you have Toon HQ sign this off? They've been open for an hour already." He held out a hand to take the paper.

Monkey See shoved it into his expectant grasp, and answered, "Because, it says to bring it back to YOU and only YOU, because YOU have to sign off on it, MR. YOU – uh, I mean Flippy."

The aqua canine rubbed his forehead with one hand while the other busied itself with the signature. That was his name there for the return, alright. He didn't even remember giving him the task in the first place. Oh well.

"Thanks, MR. MAYOR!" he screeched, snatching the large bag of jellybeans from Flippy as his reward.

Flippy plugged his ears. "No problem, Monkey See," he replied, relieved as he watched him skip out of the room. Much to his dismay, however, he heard knocking on his door only seconds later. He sighed. "Monkey See, if it's you, please, get another task from an HQ Officer."

Slowly, the door was creaked open, and in entered a short, yellow deer. She smiled sweetly, and said, quietly, "Mr. Mayor? Are you accepting visitors now?"

Flippy nodded, figuring it would be pointless in telling her to wait for another mere twenty minutes. He straightened up in his seat and motioned for her to sit on the other side. She complied, and soon the two were face-to-face, about to hold a very interesting conversation. "So," he began, listlessly crumpling up and discarding some scraps of paper, "what is it you came to see me for? Toontask?" He looked up at her curiously, unable to read the strange expression marking her countenance.

"Well… not exactly, Mr. Mayor," she replied, adrenaline pulsing through her veins as she thought of the gossip that would soon be spreading across the town. "I wanted to let you know of something that I witnessed yesterday evening. I was going to come in and tell you then, but you were already in a meeting."

"Oh, that's alright," he responded, assuring her with a slight grin. "Is everything okay though, Banana?"

"Ahem." She crossed her arms. "It's THE Banana."

"Right. Sorry."

"Anyways," she continued, her voice accentuated with anticipation, "I came upon something very strange yesterday, as I was running down Lullaby Lane in an attempt to complete a task for Telemarketers. There, I saw two cats and that very Cog engaged in what looked to be a battle."

"And?" Flippy wasn't quite sure where this was going.

"They disappeared!"

"Um…"

"Not into thin air, like a ghost, but all three of them took a Portable Hole and teleported away! A COG GOING THROUGH OUR BYPASSES!" By this point, the hysterical deer was practically screaming. Then, in no more than a few seconds, she leapt up out of her chair, climbed upon it, and was soon jumping onto his desk.

The dumbfounded mayor nearly fell out of his own seat, hurdling backwards as he attempted to push himself away from her. "Pull yourself together, please!" he implored, waving dramatically back to where she had once been seated, calm and composed. He rubbed his temples, wondering why every maniac in Toontown had chosen to visit him, today. And soon enough, The Banana realized that she wasn't getting anywhere by acting like this. Sighing, she quickly hopped off his desk, and dusted off her footprints.

Flippy shot her a wry smile. "Thanks," he said to her, staring down at the mug now on its side. Boy was he glad that he had already drank what it had once been filled with.

"Sorry, Mr. Mayor," she apologized, readjusting her shirt which, ironically, had a large banana decal right in the middle. "But you do understand that seeing them leave that way frightened me a bit, right? Teleportation is supposedly safe."

He pulled on the cuffs of his clean, white gloves, shuffling his feet a bit. "Who was with this Cog?"

"Uh…" she thought for a moment, trying to remember their faces. She let out a frustrated moan, slapping her hand to her forehead. "I don't know. It was some pink cat with another purple cat. Cats, cats everywhere."

Flippy nodded, thinking of all the felines he knew with those colors. Not that The Banana was wrong. Almost half of the Toontown population was cats alone. And unfortunately, most of them were of those colors. It would be nearly impossible at this point to find out who they were. While Portable Holes could certainly be tracked, it would require Doctor Surlee to go searching back through the database he had already painstakingly set up many years ago. Toons used teleportation all the time. It would take ages.

The Banana tapped her foot impatiently, watching as Flippy gazed out the window in deep thought. She glanced at the clock on the wall, its gloved hands telling her that she would need to get going soon. "Mr. Mayor?"

"Uh... yeah, sorry." He turned back to her.

"What are you going to do about this? I have to go."

"Well, I'll do something, that's for sure. I just need to mull this over for a while and probably drive myself crazy." He chuckled slightly, soon swallowing hard as he was the only one amused. "Look, go on ahead and enjoy the day, and I'll take care of this. It's out of your hands now. But if you happen to see something like this again, don't hesitate to come see me."

"But, the Toontown Times will be hearing about this, right?" The Banana anxiously asked as Flippy came over and began shooing her out of his office.

"Yes, yes, sure."

"And what about the Goofy Gazette? Or the Wacky Weekly? Or the…"

"Goodbye… _Banana_." Flippy politely pushed her out the doorway and smiled, waving. "See you another time!" He quickly shut the door and exhaled, leaning his back up against the wall. "Whew," he thought to himself, going back to his desk. "This has been quite the morning. I hope the rest of the day is calmer." Little did he know, the next few hour would be some of the most difficult of his life.

Cupcake hadn't slept one wink the night that they had encountered that bothersome deer on Lullaby Lane, and she had barely spoken to the robot that was now powered down in her home. She knew that she would need to try and beat that deer and go visit her dad first, but unfortunately, she had the nagging suspicion that The Banana had already blabbed the whole affair around the town. She could be in big trouble. Actually, she _would_ be in big trouble. That much she could count on.

The next day, Cupcake awoke to the sound of someone banging at her door. She tumbled out of bed, displeased to have to face the day so early. All she wanted to do was hide from the world. Was that so much to ask? She came out of her bedroom, and after first checking on Mark, who was 'asleep' on her sofa, went to open the door. As soon as she did, Flip Pea, Cupcake's loud, boisterous, very energetic friend, came rushing in, his hands clenched together tightly.

"Oh, hi Flip-," she began to greet him.

"Is it true? Did you really bring a Cog to your home?" he interrupted, bouncing up and down to look over her shoulder.

"Yes, yes, it's true."

"Well, WHERE IS IT?" he nearly yelled.

"Him, not it. His name is Mark, for your information. He's still powered down on my couch. I'm not sure if he's re-charging or what, but please try not to wake him."

Flip Pea scurried around Cupcake and went into her living room. "Oh, my Cog!" he howled.

Mark quickly powered back up again and let out a startled yelp. He hurriedly leapt to his feet, straightened his jacket, adjusted his tie, and said, abruptly, "I'm terribly sorry, Miss Cupcake. I didn't realize that you were expecting company."

"Flip Pea!" Cupcake hissed, her sharp, ivory-colored fangs showing. "I told you not to wake him!"

"So, you're the automaton that Cupcake saved," Flip Pea snarled at Mark, completely ignoring Cupcake's infuriated remark.

"Woah, wait, who told you about all this?" She crossed her arms. "It was Brownie, wasn't it?"

"Yeah, of course," Flip Pea answered, looking Mark over. "Hey!" he snapped at him. "I asked you a question."

Mark sighed. "Yes, I am the Cog that Cupcake and her companion fixed," he replied. "She has been so very kind to me. Are you an associate of hers?"

"Associate?" the green dog questioned, a smug smile resting on his snout. "More like friend."

"I've heard that word often," Mark said, scanning his memory database in his CPU, "but I'm unable to find its meaning. What does being a "friend" entail? Is it a legally binding engagement?"

"I guess that you Cogs wouldn't find need to know the meaning of that word," Cupcake said, her emotions becoming placated. "A friend is someone who is close to you, whom you trust, spend time with, etc... It's great having friends."

"You can have more than one?" He was thoroughly confused.

"Yes, silly robot," she snickered. She turned to Flip Pea. "Now that you've seen him, and the situation, I need your advice."

"You need to tell your dad," Flip Pea said, matter-of-factly.

"How'd you know that's what I was going to ask?"

"Cupcake, he's going to find out eventually. You'd just be delaying his discovery by not telling him. Plus, your dad is an awesome guy, who has practically NO temper whatsoever. The last time that he even got mildly irritated, was that one time that Sir Max busted a hole into the wall of Toon Hall."

"Figures that you'd be saying that."

Flip Pea shrugged. It was no secret that he had a near-obsession with her father, considering the fact that during the Presidential Elections, he had changed his name in an effort to show his support of Flippy. His real name was Fredrick McToons. His own father had been isolated from his family just like Cupcake's mother, so now he looked up to the mayor more as a paternal figure than just a role model. "Cupcake, you know what you need to do," he said, giving her a reassuring smile.

"Alright," she consented, turning to Mark. "You should stay here until I can get this settled." She cringed slightly. "I guess Flip Pea can stay with you." She shot a pleading glance to the green canine, who was growling lowly.

"Only for Cupcake," he snarled.

"Please, be nice to him, Flip. I need to get this settled with my dad."

Flip Pea's expression softened. He always had thought of Cupcake as a sister, and he'd do just about anything for her. "Go ahead, Cup." He smiled.

And, moments later, the pink feline was descending through a Portable Hole, on her way to Toontown Central.

* * *

**Flip Pea and Mark alone? Cupcake... I don't know about this...**


	7. A Certain Uncertainty

**This chapter was pretty long and dramatic, yes, but the next one I'm going to pack full of sap, cuteness and Cupcake/Mark moments. Enjoy.**

* * *

Once Cupcake had arrived in Toontown Central, she timidly made her way to the grand building that was Toon Hall. She had always loved this building. Between its wacky colors, to the two cannons located on it's top, it was certainly something to behold. But now, it seemed to her more menacing than anything, and her heart was racing as she slowly turned the brass doorknob leading through. Inside, things were all a bustle. At least six of the Sciencetoons were gathered around the Silly Meter, including Doctor Surlee, Doctor Dimm, and Professor Propostra. Some were holding clipboards, some were tweaking gears and gauges on the Meter, and still others were busy calculating numbers. Altogether, it was quite an exciting scene. Still, it was strange to observe these happenings without the Fissiontons at their rightful places. She missed them. Cupcake watched people go in and out of her dad's office for a moment, noticing how happy each of them were. After taking a deep breath, she determinedly began walking towards the room, deciding that it was time for her to get this done. Thankfully, none of the Sciencetoons stopped her, as they were much too engrossed in their work to even notice her. Soon enough, she was where she needed to be.

"Hi dad," she said, waiting until the last person skipped out of the room. "How are you today?"

A beaming smile came upon his face, as he replied, "Hiya there, Buttercup! I'm doing toontastic, thanks for asking. What about you? I haven't seen you for a couple of days now."

Cupcake pushed some of the papers from one side of his desk to the other and sat down. "I'm good, thanks. Whatcha working on today?"

"Ugh, paperwork. Not my favorite thing to do, but hey, it comes with my toontastic job."

Cupcake really thought that her dad overused that word. "No Doggenbottom enjoys paperwork, am I right?"

"Yes, you are definitely right with that. But hey, we do love our alliteration."

Cupcake smiled. "Yeah, that's true." She sat there for a few moments, swinging her legs over the side of the desk. She was considerably tall for her age, much taller than her dad, but her feet still didn't reach the floor. She was just about to tell her dad her predicament, when he suddenly began laughing. "What's so funny?" she asked, hopping off the desk.

"Oh, that's what I wanted to tell you. The oddest thing occurred this morning," he explained. "I had just finished signing off on a Toontask for Monkey See, when a very, well... _flustered _deer came storming into my office saying something about a Cog and two Toons going into a Portablle Hole. All I told her was that I'd take care of it, but boy, was she upset. I have no idea how it would've even happened, though, as Surlee says…" He stopped short, looking up and taking notice of the apprehensive smile that was plastered on his daughter's face. He chuckled casually, swiping for some paperwork that needed to be approved. "I'm sure it's nothing, Buttercup," he reassured her, assuming she was simply nervous with the news. "We'll figure it all out eventually."

Cupcake couldn't take the agitation and suspense one moment longer. She quickly stood up, sliding the chair backwards across the floor. Flippy's head popped up at the grating sound.

"What's wrong?" he asked.

"IT WAS ME!" Cupcake exclaimed. She covered her face with her hands. Her ears drooped sorrowfully, and she sat down on the floor.

"What do you mean?" Flippy asked, peering over his desk. "You're saying that you brought a Cog through a Teleportation Hole with you?" He still wasn't convinced with any of this.

"I did more than that! I saved that Cog. I found him unconscious by Sellbot HQ, I brought him back to my house, and I rescued him. That infuriating deer saw us last night performing tests on Mark's circuitry and what-not, and I guess she decided to be a tattletale and go running to the mayor for help. Props to her for doing it quickly!"

"Mark? You gave it a name?" Flippy asked, finding his daughter's confession hard to believe. Alarm was now written all over his features. He stood up and walked around to where she was sitting.

"He already had a name."

The disconcerted mayor groaned and placed a hand over his head. Could this morning get any worse? "Why though, Cupcake?" he hoarsely whispered, unable to mentally process what she was saying. The Cogs are our enemies! I don't understand this! Where is this Cog now?"

"Uh…"

"Cupcake, where is he?"

"H-he's at my estate," she replied, shutting her eyes tightly.

"Oh, Cupcake," he fell onto the ground next to her. "What were you thinking?"

"I'm not sure, to be honest."

"We're supposed to _kill_ any Cogs we run across. Not protect them."

"I know that!" she practically yelled, suddenly jumping up onto her feet. "But this Cog is different. My intuition took over. And isn't that what you always say? A Toon's intuition is their best defense? Well, I used mine, and here I am, needing and asking for your support." She lowered her voice. "Please, dad. Mark is unlike the others. His own kind turned against him for the way he feels towards us. He hasn't tried to hurt me in any way, and he's very grateful to me for helping him. I… care about him."

Flippy's temperament softened as fatherly compassion overwhelmed his mayoral inclinations. He grasped onto the edge of his desk and heaved himself back onto his feet. "Buttercup, listen. I will always stand behind you no matter what and will always give you one hundred percent of my support. If this is what your intuition led you to do, then I respect that. But, as the mayor of this town AND your self-appointed protector, it's my responsibility to ensure the safety of you and the others. What are your plans now that he's repaired? And," he became solemn, looking her dead in the eyes, "who else helped you? I'm desperately hoping that the purple cat isn't who I think it is."

Cupcake didn't know what to say. She couldn't lie to her dad, not now. But she had never felt as much guilt as she did, dragging her friend into her mess. "D-doctor Matzoh helped me."

"I figured." He crossed his arms and leaned against the edge of his desk. "I expected better of her. I don't see how she, as an adult, could ignore coming to me with something like this."

"Dad!"

"Cupcake, I love you to death, but this is something I never thought I'd have to deal with. Not from Doctor Matzoh, and certainly not from _you_."

She flinched slightly, beginning to wonder if she should've simply hidden the Cog in her house forever, never telling another soul.

Flippy sighed. "Where is he going to live now? I'm assuming work isn't an option."

Cupcake honestly hadn't thought much about that. "I don't really know, dad, but he CAN'T go back to Sellbot HQ. His own coworkers were the ones who tried to eliminate him, like I said." She thought for a moment. "I was the one who rescued him, so he should stay with me."

"What? Oh Cupcake…"

"Dad," she purred softly, looking him in the eyes, "Do you trust me?"

"I do," he admitted, wanting so badly to hold her in his arms. He wanted to protect her from the possibility of her actions causing her pain, but sadly, this was her decision. Not his.

"And I trust Mark, too."

"What about his innate tendencies? He's still a Cog, you know. If you're serious about this, would you like me to ask Loony Labs to reprogram him?"

"No, definitely not. I want him to know that I trust him fully. What kind of a trust would it be if I forced him to act the way I wanted?"

"And you are aware how upset the other Toons will be, right?" He motioned to the scene outside, which was bustling with activity. "If a Cog's going to be living here, then the Toon Council will need to approve it. Oh!" he exclaimed, as if something had just occurred to him., "The Resistance isn't going to like this at all! I'll have to explain the situation to Lord Lowden Clear…" he trailed off.

"Great. Talking to the king himself," Cupcake growled under her breath. It was no secret that she didn't care much for the red dog, whose enterprises made him well known as the fearless leader and founder of the Toon Resistance. He was brave, and a very close friend to her father, but Cupcake loathed everything about the conceited canine. He could be quite arrogant at times, feeling overly prideful about his role in the town, his invention of the Cog Disguise, and his subsequent discovery of the Cog headquarters. It wasn't like he had a fondness of Cupcake, either. He considered her much too impudent and headstrong for her age and laff, saying that it was best if she stayed out of the proceedings of the Resistance, and 'keep her muzzle out of higher-laff affairs'. The point of the matter was that Cupcake would NOT be letting that egotistic leader ruin her plans.

"Nevertheless," Flippy resumed, shifting uncomfortably, "I'd like to go and meet… _Mark..._ first, before I overturn the whole town trying to obtain his residence."

"Alright, dad," she consented, beginning to take out a Portable Hole.

"Cupcake."

"Yeah?"

"Be careful."

* * *

According to her dad's wishes, they Teleported to her estate, giving Flippy his desired opportunity to meet this robotic companion of Cupcake's. Mark had stayed in her house, just as he was told, and they soon found him sitting at her table, staring out of her window, surveying the numerous gag trees planted outside. It was a strange paradox for him, being in such close quarters with the very objects of all his kind's hate, and the cause of all their misfortune. Where did he belong, then? The absurd shenanigans of the toon race had never really bothered him, and his programming of extra emotions had caused him to question just about everything that he had come to know. And now that he was repaired, what would Cupcake want to do with him? He did NOT want to return to Sellbot HQ. He just couldn't face his colleagues again, not after they tried to destroy him like that. But that was his place, wasn't it? Suddenly, Cupcake and Flippy entered the room. It startled Mark quite a bit, but he tried his best to regain his composure quickly. He recognized Cupcake immediately, but he wasn't completely sure who the short, blue dog following her was.

"Hello again, Mark," Cupcake said, smiling kindly. "This is my dad, Mayor Flippy Doggenbottom."

"Oh, Mr. Doggenbottom," Mark said, politely. "It's an honor to meet Toontown's mayor. You have a very lovely town, even though I haven't seen all of it."

"Hello," the solicitous mayor replied, eyeing him over with great distrust. "So, you're the Cog that my daughter rescued."

"Yes, I am."

Cupcake looked around. "Where's Flip Pea?" she asked.

"Mr. Flip Pea left about an hour ago," Mark replied.

She shook her head. "Of course he did."

"You were rejected by the Sellbots?" Flippy suddenly asked him, beginning his makeshift interrogation.

"Not just the Sellbots, sir."

"Why? Is there something wrong with you?"

"I don't share the same disposition towards your kind as my coworkers do. I think our actions towards the Toon race is wrong, and when I told them this, I was punished for my unusual views."

"You're still a Cog. How come you are like this? Was there some sort of glitch in your manufacturing?"

Mark searched the memories embedded into his CPU, attempting to find something to explain his disconformity. "I do remember once overhearing some Name Droppers talking about me. They said that I had undergone the intelligence portion of my manufacturing twice, but I'm not sure what that would have to do with me now."

"What if your circuitry wasn't able to handle the extra programming, so instead it gave you emotions?" Cupcake suggested.

"What?" Flippy asked, surprised at his daughter's diagnoses of the situation.

"It's just an idea."

Flippy let out a small laugh. "You're beginning to sound like Doctor Surlee," he remarked.

"Well, I spend enough time around him…" she began, but stopped, realizing that the conversation was taking a bad turn.

Just then, the door to Cupcake's estate was flung wide open, and in walked Doctor Matzoh, carrying several Cog mechanisms that towered above her and covered her face, making her oblivious to the bewildered mayor standing in the room. Cupcake glanced at her clock on the wall. It was lunchtime already?

"I'm back, Cupcake," Matzoh greeted her, nudging the door shut with her foot. She turned and dumped everything she had been carrying into a pile in the corner. "So, what's going on, I…." She went to face Cupcake, but instead was met with the stern countenance of a certain aqua dog.

"Ahem," he cleared his throat, announcing his presence.

Matzoh smiled sheepishly. "Uh, hey there, Flippy. How, uh, how are you this fine day? What's new?"

"Oh, nothing much, except the fact that you and my daughter have gone behind my back to house one of the enemy."

"Ha," she laughed uncomfortably.

"You two are aware what the consequences of an act like this are, right?" The two felines exchanged looks.

"Mmhmm," Matzoh replied, scratching her head. "I'm sorry, Flippy. I just wanted to help her. I should've been more responsible…"

Flippy raised a hand. "It doesn't matter now. What's done is done. However," he said thoughtfully, tugging at the cuffs of his gloves. "You've definitely left me with quite the mess to clean up."

"Dad," Cupcake spoke up. "I don't know what to say. I just want you to approve of what I did."

"Listen, I have some things I'll now have to attend to, but I want to meet you two back here tomorrow morning. We'll discuss it more then." He retrieved a portable hole from his pocket and jumped through.

Cupcake was terribly confused at this point. Where was he going? Was he upset with her, or did he just need some time to think things over? She wanted her father's approval so badly, but quite honestly, she didn't know if she'd get it at this point.

* * *

**Nope. Not going to lie to you, Cupcake. He's probably upset.**


	8. Approval

**Ya'll, after this I'm going to need to work on Loud and Clear. I've neglected that story SO much. **

* * *

Cupcake paced up and down the hardwood floors of her living room, biting anxiously on one of her ungloved fingers. Doctor Matzoh's lunch break had only allowed for her to stay half an hour, so now she and Mark were left alone, uncertainty laying thick in the atmosphere. Her dad cared for her, so she knew that he wouldn't stay mad for long. But the rest of the town? That wasn't so easy. Most of the Toons were well-guarded, and their emotions towards the Cogs unchanging. And as for The Resistance? Well, that much was self-explanatory.

Mark sat on her sofa, staring fixedly at the various photos, frames, and trinkets covering the wall across from him. Toons were so very strange. He was used to a bland, grey workspace; a cold, hard desk; and a noxiously suffocating factory smog that killed off even the slightest blade of grass attempting to grow over from Daisy Gardens. However, he was already learning to adjust to the blindingly bright neon colors that were splashed upon everything. He was even beginning to get accustomed to the delicate melodies that seemed to come from everywhere and nowhere all at once. While part of him wanted to begin a conversation with the interesting feline he was now staying with, the other, more reasonable side screamed at him to watch his back, keep his distance, and trust her only when completely necessary. After all, that was what he had been doing all his life, even when he was at his 'home'. And he wasn't going to start breaking tradition with a _Toon_. That is, until….

"Food," Cupcake suddenly blurted out.

Mark turned to her, startled. "Pardon?"

"Uh… food," she repeated. "I mean, do you want any? I haven't given you something to eat at all!" She pulled her glove back on. "That is, if you even do eat."

"Well, I do, I just don't suppose it's what Toons eat," he replied, smiling slightly. "I drink oil, and it's the only substance that I've ever consumed. Once it reaches my system, it burns and gives me energy, such as food does for a Toon, I believe."

"Yeah, but does your 'hunger' have anything to do with your health? Or rather, your health light? You're still on green," she observed, slowly padding over and taking a seat next to him. She made sure to keep quite some distance away from him.

"To a certain extent," he explained. "I can feel that I won't need refueling for another day or so, but if I should ever deprive myself of sustenance for too long, it would weaken me considerably." He suddenly shivered as Cupcake sat down next to him. He had never been this close to a Toon before. And honestly, now was the very first time that he had a chance to truly look her over and take note of her features. She was tall, almost his height, indicating that she was far over five feet. Her fur was pink, of course, and she had the greenest eyes he had ever seen before. Her sharp fangs only showed when she smiled wide, and her countenance was soft and understanding, with underlying traces of anger and isolation. Watching her expressions was like reading a book, and Mark knew that the only was he was able to see her this way was due to his 'disconformity'. Maybe, just maybe, that was why other Cogs couldn't view Toons as anything more than pie-loving lunatics.

"Hmm, interesting," she mused, glancing up at him moments later. "Do the pockets of your suit have some hidden compartments to hold all those oil cans?" she joked, wondering how she herself would obtain some for him.

"No, unfortunately not," he answered, his grin ever increasing. Cupcake already loved his smile. His teeth were so perfect and white, and it was an effortless smile, as well. He could simply turn up the corners of his mouth, and you couldn't help but be caught off guard by how inviting he seemed to be. Woah. What did she just think? She just may want to have Doctor Matzoh check her out later.

"Well, I may be able to pick some up from Goofy Speedway," Cupcake thought aloud. "That's the only place I can think of that would have them. Are you okay?" She asked, her attention drawn to how nervous he seemed to be. He was sitting completely straight, unable to relax, and she felt as though he had barely breathed since she met him.

"Um… yes, I'm good," he replied, running a hand through his thick, black hair.

"You don't really look like you're good." She crossed her arms and leaned back.

He forced a laugh. "Well, I am quite anxious about all this. I'm not sure where I belong at this point. Anyone that I once knew thinks I'm dead and is happy about it as well." He sighed.

Cupcake's nose scrunched up, displeased. "Rude, considering you were on their side."

Mark hesitated. "Thank you again for coming to my aid. I'm still not sure why you helped me, but I appreciate it greatly."

"It's fine," she answered. Cupcake figured that if there was even the slightest chance they'd be living together, she needed to get to know him. "So, exactly how old are you?" She bit her tongue, wondering why she had chosen such an odd conversational topic.

"Well, I don't quite know. Exteriorly, I'm designed to visually resemble a living entity in the age range of twenty. But as from when my manufacturing date was, I can't remember."

"Guess you don't have birthdays then?" She smirked playfully.

"What is a 'birthday'?"

"Uh… never mind," she giggled.

"And what about you? What is your age?"

"Sixteen," she replied, apathetically.

"Is that considered an adult or child here in Toontown?"

"Er… both?" She chuckled. "I don't know to be honest. I don't really think anyone knows." She glanced down at his hand, which still had a dent on it that they had somehow overlooked. "Want me to fix that?" she asked, standing up.

He nodded apprehensively. "Yes, thank you."

Cupcake rummaged around in a small pile nearby for the tools. Why was she feeling this affection for him? Yeah, she had saved his life, but a Toon and a Cog couldn't be friends, right? Or, something more than friends? She mentally slapped herself out of the though. "Okay," she announced, turning back to him. "Let's get to work."

* * *

"Overruled!"

"That's an absurd idea!"

"Do you have any clue how much trouble we could get ourselves into?"

Such were the loud and flustered exclamations that could be heard in Toon HQ. Far into the back of the building was a meeting room, where the Toon Council would gather frequently to discuss various topics in order to preserve their town, occasionally with the presence of the Resistance. Today, however, was no ordinary meeting. For this gathering had been a surprise to everyone there, and the meeting had been called by no other that the Toon Council President himself, Mayor Flippy Doggenbottom. His explanation for the meeting? A Cog in Toontown's safe zone.

"You are absolutely out of your quacking mind!" an aqua duck exclaimed, in reply to one of her fellow Toon Council members. "How did you EVER get onto this council?"

"Well excuse me for trying to clarify what's going on here, Jade!" a yellow monkey answered her. "The mayor randomly calls a meeting, and then tells us it's because there's a cog in TTC? This whole thing is bad. There hasn't been a Cog in a playground since Doomsday, and I'm NOT going to relive that mess again! So don't go telling me I'm out of my mind for being a little frazzled right now."

"Whatever, Harmi." The duck, who was a well-know sheriff in the town, crossed her arms. "All I know is that Mayor Doggenbottom was very relaxed about the whole matter. Well, according to Alec Tinn, that is."

"Maybe it's not as bad as we think, or maybe it's just a misunderstanding. We ALL know how much Alec can overreact."

"True, but…" she began again, getting cut short by the sound of the door opening.

Everyone in the room immediately quieted down as Flippy Doggenbottom entered the room, followed by Lord Lowden Clear and a very restless Alec Tinn. Not a word was spoken by either one of them, and an air of disconcertment and uncertainty lay between. Each quickly shuffled to their respective destinations, Alec and Lowden taking seats nearby, and Flippy positioning himself behind a large podium at the head of the room. Every being in the room was on the edge of their seats; every neck craned, every voice hushed, and every body motionless.

"Well, here goes nothing," the short-statured mayor thought to himself, looking around at the eager crowd assembled to hear him. "Hello everybody," he began, "thank you all so much for coming together at such short notice. You all are probably wondering what has happened and are anxious to know if our town's safety is endangered in any way. So, I'll start off by saying that you need not fear for you and your family's security." Some in the room let out a relieved sigh, and every Toon could feel their laff meter regaining points as it scaled from dangerously low to somewhat normal. "However," he continued, raising a gloved hand seriously, "it IS true that there is a cog in Toontown Central, more specifically in the estate grounds." A sort of stifled scream was heard from Alec Tinn, as the bright, red cat huddled up into a ball. "Nonetheless, as much as I don't want to, it is my responsibility to inform you of how this happened." Flippy laughed quietly, then suddenly exclaimed, "Well, I guess there's not that much to say, actually. It was my daughter, Cupcake."

Every toon in the room was shocked. Most of them were friends to Cupcake, and it was incredibly hard for them to believe that this single-minded Cog fighter was responsible for something so rash. Out of everyone, however, it was Lord Lowden Clear who was the most appalled at Flippy's confession. Once he heard this, he quickly rose to his feet, though not without nearly falling over, as he was wearing his usual level 50 Cashbot disguise.

"What the woof!" he barked, tottering from side to side. "You MUST be joking!"

Flippy sighed, "No, I'm not." He wasn't clueless to Cupcake and Lowden's disagreements, despite what they may have thought. He knew that the only reason they were civil to one another was because of their similar recognition from the town.

"Wow, this is a first," the Resistance leader smirked. "Has she lost her ability to fight? Or her will?"

"The Cog that she rescued has a defect," Flippy replied, raising his voice. He was somewhat annoyed at how his child was being spoken of. "Apparently, he underwent a portion of his manufacturing multiple times, assumedly leading to his acquirement of the one thing that sets him apart from all other Cogs – emotions. Cupcake discovered him in Daisy's Gardens, badly damaged by his coworkers, and she found it within herself to take pity on him. I don't know exactly why she did this, but Cupcake is one of the smartest and discerning Toons I know, so I trust her."

"You see…" Lowden began.

"But can you trust a Cog?" the duck from earlier spoke up, without even taking notice of the short-tempered leader. This question somewhat caught Flippy off guard. COULD he trust a cog? His daughter thought so. It was a strange predicament, but much to his surprise, HIS intuition was telling him that she was right. At least, she was right in this circumstance.

"Y-yes, I believe I could," Flippy replied, smiling as he regained his confidence. "I believe WE could. None of us here want to show kindness to the Cogs, not after what they've done to our families, friends, and town. I'm not asking for you to change your views or to soften your hearts to the Cog race; but maybe, just maybe, you and I could give one of its members a second chance. If he really is different, then he'll prove it us, and it will be obvious in everything he does. And if we're the Toons that I hope and believe we are, then it shouldn't be a problem for us to try something new, something even, well, silly! But hey, us Toons love silliness, right?" Flippy was breathless after this speech, as it had taken every bit of his effort to make it up as he went. He patiently waited for a response.

"Hold on a minute!" Lowden exclaimed, his face rigged and stern. "Is this some kind of a joke?" He glanced around the room at the bewildered audience, then turned to Flippy. "Mr. Mayor, with all due respect, this is very, very dangerous territory we are treading upon. Trust a Cog? Do you Toons even realize how much time, effort, and losses we've gone through in the attempts to destroy the Cogs? Cupcake is a… sensible individual, _mostly,_ but I don't understand how we are all okay with this. First off, anything outside of hostile relation with the Cogs is illegal, now isn't it? Second, even though she should be in major trouble and face serious consequences for this action, we should be mainly concerned with ridding our town of this new menace. And how do we know she was the only one in on this little operation?"

Flippy swallowed, his throat burning from stifling the urge to bark back at him. "Lowden… _ahem_… what makes you think there was more than one Toon involved?"

"Well, was there?"

Flippy clenched the podium. "There was another Toon that helped Cupcake," he said softly, barely audible. He may be able to protect his daughter, but he wasn't so sure for Matzoh.

"Who?"

"Doctor Matzoh, the physician that specializes in laff recovery."

Sheriff Jade gasped, slapping a hand over her mouth. How was this even possible? Matzoh was a good friend of hers. She would have never expected for her to do something like this.

Lowden covered his snout with his hands and moaned. "Why is this happening," he lamented.

"Pardon me, Mayor Flippy," a serious-looking, green pig cut in. He pushed a pair of square, black-rimmed glasses back onto his face. "An action of this magnitude would result in a permanent suspension of her medical license, and a two-year removal of her fighting privileges, according to the Toon Handbook, Section 5, Paragraph 3. Lord Clear is right; this is a significant offence."

Flippy narrowed his eyes slightly and said, his tone wavering, "Yes, thank you, Mr. Snouts. I am aware of this."

"Then we'll have to act immediately upon it!" Lowden announced. "We can't let this slide."

The crowd soon began to whisper among themselves, and several loud shouts were heard from the more vocal members. Flippy grasped his hands together, a pounding headache beginning to come upon him. He couldn't blame them for being so hesitant in this decision. After all, he himself had been separated from the love of his life because of the Cogs. But this was different. He reached under the stand and retrieved a large, wooden gavel. He quickly slammed it against the podium, causing many of the Toons to nearly fall off their chairs, startled by the abrupt noise.

"Toon Council," he started, his chest heaving from the trepidation of what their reaction would be, "I can only say so much before my words turn to nothing but noise. You have to understand, I hate the Cogs just as much as you do. Their arrival tore my family apart." He shook his head. "I was left with a young, twelve-year-old child to raise on my own. Trust me, the Cogs have taken away more from me than you know. But, despite the pain they've caused me, I know, deep down, that we'd be just as bad as them if we rejected one of their members that wanted to treat us with respect and kindness. It's something that I never thought I'd be saying, but nonetheless, I'm not going to be the reason that this particular individual can't find solace. My daughter has opened her heart to him, and I'm not going to teach her any different. I'm proud of her decision. I don't know who will stand with me, but at this rate, I don't care. I just want you to know, I believe this Cog is different. I will approve of what Cupcake did."

Everytoon was speechless. Then, slowly, one by one, each person began to clap their hands, until finally, the whole room was in an uproar, cheering loudly. Even Alec Tinn was praising Flippy's bold speech. Lord Lowden Clear, however, stormed out of the building, absolutely disgusted at the turn of events.

"Now, I do want to ask your compliance in one more matter…."

* * *

I**'ve written SO much of this story already. Does this break the record for so many fanfiction chapters posted in a week? No? C'mon ya'll, where's my trophy?**


	9. A Fantastical Reality

**Holy bananas. Ya'll, this chapter was awful to write. I mean, I had fun, but holy cheese puffs. It took ages. I do have a few notes though. **

**1\. Sorry not sorry for the beginning. Yeah, it got a little sappy, but it could've been worse hehe.**

**2\. This chapter was originally not even close to the finished product, which ya'll will be reading. There was a ton of tweeking involved in this. But nontheless, I still like this version better.**

**3\. Enjoy!**

* * *

_Cupcake ran her hand through the plush, delicate blades of grass. She breathed softly, taking every one of her senses into consideration as she lay upon ground, staring into the subliminal, blue sky. Delicate, pillowy clouds floated effortlessly through the endless expanse, occasionally shading her sight from the glistening sun above. It was perfect, beautiful, and surreal, as the tender breeze blew through her fur, evoking the memories of carefree, bygone days. She lifted her head slightly and gazed to the side, her view being met by a certain individual, his dazzling smile shining brighter in her opinion than the sun itself. She quietly slipped her hand closer to his, and soon they met, their fingers curling around each other's as their eyes locked in an everlasting moment of interconnection. He softly pulled her in closer to him, and before she could respond, she was laying against his chest, her face only inches away from his… _

**BRIIING!**

Cupcake awoke with a start. She sat bolt upright, nearly tumbling out of bed and onto the floor. A numb hand was soon slapped over the disgruntled expression of the young feline, as she attempted to rile herself out of whatever strange, distressing fantasy-dream she had just engaged in. If her assumptions of his identity were correct, she shouldn't have even been in close proximity with the person in her dream, let alone holding his hand and, GULP, nearly kissing him. What was she thinking? Her brain was obviously not working correctly. She shook her head and stumbled out of her sheets, gasping when she caught view of the crazed-looking Toon staring back at her in the mirror. After combing through her fur and changing to look more presentable, Cupcake soon was walking out of her bedroom and into the living room. She looked over at her calendar for a moment, unprecedented shivers running down her spine as she thought to the day before. She knew very well that by now, her dad had likely made a decision about Mark. The waiting was pure agony, and she couldn't help but wonder what the Toon Council thought of her now. Her reputation had probably been dashed to pieces in their meeting. Ultimately, her dad couldn't do much without the Council's approval. And, unfortunately, they were never excited to give out any form of validation. All she really wanted was to keep Mark safe, to protect him from… wait, where WAS Mark? She quickly snapped out of her fear-induced obsession, anxiously looking about the room as she called out his name.

"Mark? Mark, where'd you go?" She took a deep breath, panic beginning to overwhelm her thoughts. Where could he be? What if something had happened to him? There didn't seem to be any signs of a struggle, so hopefully, he was outside. After throwing on a pair of shoes, she quickly dashed to her door, flinging it open before racing outside. Just as she stepped a foot off the doorstep, she collided with another, purple-colored object, whom she soon recognized to be none other than Doctor Matzoh. She looked terribly disconcerted, her fur all in a mess, her eyes full of tears, and her appearance quite disheveled, as her clothing consisted of a set of pajamas, a scarf, and a straw hat.

"Doctor Matzoh!" She exclaimed, looking her over. "W-what happened? Are you okay?"

She sniffed slightly, wiping a tear as it fell onto her hand. "No, I'm not okay," she replied, chocking back sobs. "You won't believe what I found out yesterday!"

"What?"

"Apparently, my medical license had been suspended as of last night. That means I won't be able to see anymore patients. Which means I'll have to shut down my practice. Which ALSO means that there will be Toons out there who'll need my help… and can't get it… AND… AH!" Matzoh didn't even finish her sentence. She fell to the ground, whimpering and shivering.

Cupcake dropped to her side, shaking her head. "I'm so sorry, Matzoh." She wrapped an arm around her friend, feeling unbelievably guilty for the grief she had caused her. "This is all my fault."

"Yes, it is," Matzoh agreed, earning an unimpressed smile from Cupcake. "But, unfortunately, it's also my fault as well. We did this together. Mark is here because I decided to help you. I brought myself into this, so I'll accept the consequences." She pulled a tissue from her pocket and began drying her eyes. "Wh-where is Mark?" she questioned, tilting her head to one side a looking around. "Still powered down?"

"Uh…" Cupcake hesitated. Here Matzoh was, besides herself in distress with the loss of the one thing she was the most passionate about. And now, to top it off, Cupcake didn't know where Mark even was!

"What's the matter?" Matzoh asked, straightening up.

"He's not here."

"What!" Matzoh sprung back onto her feet. "Please, please tell me you're joking."

"Doc, I…"

She raised a hand. "Don't call me 'Doc' anymore. I can't bear it."

"Oh, sorry," Cupcake apologized, tapping her feet nervously. "Anyways, that's where I was headed off to this morning. I have to find him, Matzoh. He's simply… gone. But I wouldn't even know the first place to look. Oh no," she said, a new fear creeping up into her mind, "what if he was taken back by the Sellbots? How could they have found him?"

"Wouldn't you have seen signs that there were other Cogs in your house? They're usually not the most… _discreet_, shall we say."

"Well, yes, but there's no trace at all of where he could be. And obviously, he wouldn't just leave."

"Obviously." She sighed heavily, standing back up. "I guess there's only one thing we can do."

"What's that?" Cupcake looked up at her.

"Track him." She replied, determinedly.

"And how are we going to track him?"

Matzoh cracked a smile, pleasant but clearly forced. "I MAY have installed a tracking system into his hard drive during the repairs."

"Matzoh!"

"Calm down, I was going to remove it today anyways. I wanted to make sure nothing went wrong. How easy do you think it is for me to trust a Cog?"

"Well, I'm doing it pretty well."

She rolled her eyes, walking inside the house as she motioned for Cupcake to follow her. "Come on," she called. "I'll show you how to find him."

* * *

"Mmmhm, it'll work."

"Yes, but won't we be in trouble for this?"

"Probably."

"Oh my Cog, I can't afford to lose my job."

"You won't be losing your job."

"There's no guarantee, though."

"Shh, he's waking up!"

"Hide!"

Mark slowly opened his eyes. The lenses soon focused in on the surrounding area, and he immediately realized that he was no longer in Cupcake's home. He sat up, glancing around in utter confusion. Not only were there no estates to be seen, he was now sitting next to a large tree near the sidewalk of what looked to be a Toontown Central street. Panic began to rise up in his circuitry. Where was Cupcake? Had she brought him here? No, that wasn't possible. He trusted that she was true to her word. But then again, why was he here? What if Cupcake was in danger? He unsteadily rose to his feet, trembling as he attempted to catch sight of any lifeform whatsoever. Not only was the road lacking Toons, it was also devoid of his robotic counterparts that would normally be seen roaming around, taking over buildings, and sadly, begin destroyed. In fact, he was at the risk of running into a gag-laden creature himself, which terrified him to the upmost.

And just as he was about to fly off and try to find Cupcake, he heard the faint whimpering of what sounded to be a young Toon. He flinched nervously, unsure of whether to simply leave and avoid any interaction at all, or instead see if he could help. Compassion soon overtook him, however, and without even registering the action, he was soon sprinting off to try and locate the source of the noise. Only moments later, he came upon a small, orange bunny Toon, shaking violently as the tears poured down upon her face. She was curled up into a ball on the pavement, her body covered by her long, floppy ears. When she saw Mark, she let out a soft, startled squeal, and instantly began moving backwards as fast as she could.

Mark wrung his hands anxiously, undecided on his next action to take. This Toon was clearly a child, and he had absolutely no experience at all with a being younger than Cupcake. But he wanted desperately to help her, just as he had been helped only days before. Quietly, with a look of kindness gracing his features, he bent down upon one knee, and said, attempting to keep his voice still, "H-hi there, um, bunny…" He internally groaned, wondering why he had just called her 'bunny'. The poor thing had a name, of course. "You look sad. Is everything okay?"

The young child looked up at him, sniffling. She bit her lower lip apprehensively, and then replied, "I… I lost my mama, and then I fell off the curb when I ran off to find her." She pulled down one of her socks to reveal a very bruised and twisted angle, which made Mark wince at the sight. He wasn't aware that Toons could get injured. He had always been told that they were invincible, that they bounced back from everything, similar to the wacky and useless rubber balls they acted like. This was a new concept for him.

"W-well," he responded, wracking his hard drive to find a solution, "I think that you're going to need medical attention." He inhaled uncomfortably. "I can take you if you want."

"Really?" The bunny's eyes grew wide. "But you are a Cog, mister. Why would you wanna help me?" She turned her head to one side, curiously, before being delicately scooped up and held in his arms.

"Because," he answered, "someone once helped me, and quite honestly, I need to find them." He balanced her in one arm while drying her tears with the cuff of his other sleeve. "Even if I won't be allowed to stay with her, I'd like to thank her once more. She's so…" he trailed off.

"What?" The bunny gazed up at him.

He sighed softly, beginning to head towards the Toontown Central tunnel. "Beautiful," he finished, her green eyes reminding him even more of Cupcake.

The child nuzzled closer to him, as Mark became increasingly more agitated, nearing the tunnel. There was a reason why Cogs wouldn't enter the playgrounds. He feared that even with his differences, the laff infused into the atmosphere would immediately destroy him. This was a chance he was willing to take, however.

Just as he was about to muster up what little courage he possessed and go through, who should come running out but Cupcake and Matzoh. Before any of them had time to react, Cupcake and Mark collided, causing the young bunny to be knocked right out of his arms and thrown to the ground. Her tears began once again, but this time, she pulled her knees up into her chest and began rocking back and forth, mumbling something about lies.

"Mark!" Cupcake yelped. "What are you doing here?"

"Uh… well…" he contemplated the situation for a moment, then answered, "I don't really know, to be honest."

"I'm just glad you're safe," she said, smiling contentedly.

Just then, a tall, blue rabbit came dashing out from inside one of the shops lined up on the sidewalk. "You said that my baby wouldn't get hurt!" she screamed, seemingly talking to no one. She reached over and took the child into her arms. "Some Rangers you all are!" She rubbed her hand over the bunny's head, humming some unintelligible tune to her.

"That's _Commander_ to you!" Someone else barked back.

Cupcake instantly recognized the voice. "Lord Lowden Clear?"

The furious leader sulked out from behind a tree, followed by several other Resistance members who had been hidden in other, various places.

"Huh, sorry," the mother scoffed. "Guess I didn't recognize you without that obnoxious disguise you usually wear."

"What the woof!" Lowden roared, but was soon silenced by a fellow member placing a hand on his shoulder.

"Give it a break, Lowden my boy," one of the older Rangers said, laughing slightly. "The game's up now."

"What is going on here?" Cupcake demanded, standing back up and dusting herself off. She narrowed her eyes. "Wait, did you guys set Mark up? Was that why he wasn't at my estate this morning?" She gasped. "Did you break into my house?"

The mother rabbit smiled innocently. "Lowden and a few other Rangers asked for my child to pretend to be hurt. I suppose the idea was that if your Cog helped her, it would prove that he was different, and did have emotions, like you said. However, I was told that my daughter would NOT actually be injured in any way." She huffed angrily, glaring at Lowden.

Lowden shook his head. "We were planning on telling you after the experiment was concluded," he growled at Cupcake. "And besides, you really need to get a better lock on that door of yours." He smirked casually.

"Was my dad involved in this?" Cupcake asked, crossing her arms.

Before anyone could reply, who should come jogging through the tunnel but the Mayor himself, looking quite flustered. Once on the other side, he placed his hands upon his knees and leaned forward, panting considerably. "Don't… PANT… anyone… HUFF… make another move!"

Lowden grit his teeth, unbearably irritated at this whole ordeal. "Flippy, we were only trying to…"

"Save it, Lowden," Flippy snapped, causing the egocentric canine to shut his mouth on the spot. "I was visited once again by The Banana, who apparently tried to turn in a completed task to a shopkeeper on this street when YOU told her she couldn't. It was a fatal move to this little operation when you gave her an explanation for what was going on. She's quite the informant."

"Good to know."

"I thought we had discussed this at the meeting yesterday. We came to the decision to allow him to stay with Cupcake. Why would you go behind my back and do something like this?" He suddenly turned to the rabbit, who was still standing there with her wailing child. "You can go home now, Mrs. Hopston."

"Thank you, Mayor Flippy." Just as she began to rummage through her pocket to find a Portable Hole, her daughter wiped a tear out of her eye and began to motion for Mark.

"No, mama!" she shrieked, grasping for him. "I want to see the good Cog again!"

Cupcake's face broke into the biggest smile. She loved that term. Because in all honesty, wasn't that what he was? Mark sent a questioning stare to Mrs. Hopston, who nodded expressionlessly in approval. He slowly walked over to the bunny, who immediately reached out and wrapped her arms around his neck.

"Goodbye, good Cog," she said, affectionately patting his shoulder as she pulled away. "Thank you for coming to help me." She smiled sweetly as he wordlessly waved goodbye, her mother soon taking her through the Teleportation Hole.

"And that's good enough evidence for me," Flippy said softly, winking at Cupcake. He quickly retrieved a letter from his pocket. "Here," he said, going over and placing it into her shaking grasp. "I was going to give this to you later this afternoon, but I think now is as good a time as any."

Cupcake swallowed a growing lump in her throat as she tore apart the envelope and began reading it to herself, Matzoh silently peering over her shoulder. In mere seconds, the two felines burst into tears of excitement.

"You did it, Cupcake," Matzoh whispered.

"No, _we_ did it," Cupcake replied. "Thank you for being the friend you are. Mark!" she called hoarsely, her voice barely audible. "Come read this. I think you'll like it."

Mark immediately began walking over, and soon the document was placed into his metal hands, it nearly slipping out of his grasp several times. He eyed it over. "This looks like something a Lawbot should read," he observed. He read the top heading. "Oh, it's an official document for Toontown Citizenship." He looked up. "You're not a citizen?"

"It's not for me, silly. Read the rest."

"Of course," he consented. He began reading aloud, "This document bestows full Toontown Citizenship to it's recipient, ensuring complete privileges related to town residence and all Toony affairs. It hereby grants total residence to Mark the Telemarketer, Sellbot Level six, under the protection of the Toon Council and Resistance, and gives Cupcake Doggenbottom sole responsibility for his accommodations now and forward. Effective immediately." It was obvious the last two sentences had been hand-written, making this document even more special. "Oh," Mark said. "This is for me." He was completely at a loss for words. Emotions began wracking his CPU, emotions he didn't even know existed. He had gone from being in a place where he was hated by all around him, to now being accepted by the ones he had been taught to believe were the enemy! It was unfathomable to EVER think that a Cog would receive Toontown citizenship, but yet here he was, holding an official document in his hand. However, none of this would have been possible without… Cupcake. She was the one who found him, rescued him, and later fought for his new life. If Cogs had the ability to cry, he would have been sobbing by now. He was so grateful, and all at once he fell to his knees, let out a stifled whimper, and wrapped his arms around the pink feline's waist. Cupcake stiffened in surprise, and was just about to push him away, when she felt that same, strange feeling of affection that had come to her earlier. Her dream flashed once more through her mind. She smiled fondly, and dropped to her knees as well, hugging him back as they sat there in a long embrace. Luckily for Cupcake, his hold didn't reflect the incredible strength she knew he possessed. For the first time since Doomsday, when the Cogs had attacked and partially destroyed her beautiful town, she was at peace. Her hatred was placated, and the emotions that she constantly had to subdue were no longer swirling inside of her, just waiting to come out. The fire of anger was abated, as she felt the cold of his metal exterior against her warm fur. She had found a way to bridge the gap, and while she would still never care for or pity the Cog race, she had been able to bring one of its members into her life, allowing him the opportunity for a second chance.

The unlikely pair stayed there for a while, Mark still clutching his citizenship paper tight, when finally they let go of the embrace, each with a big grin on their face. They stood back up, Cupcake taking the paper from Mark and folding it back into the envelope.

"There," she said, handing it back to him. "It's all yours."

He placed the envelope into the inside pocket of his jacket, and said, "Thank you, Cupcake, for everything. I've never known someone like you."

"That's good, because I'm pretty special," she laughed.

"Cupcake?" he asked, unsure of himself.

"Yes, Mark?"

"Does this mean we're friends?"

"Don't you mean associates?" she answered mischievously. He looked rather confused, so she said, quickly, "Of course we're friends, Mark." _Just_ friends. She had to keep reminding herself of that.

"A-and you're sure I'll be alright living among the Toons?"

"Well, it IS going to take a bit of getting used to for everybody, but over time seeing you around Toontown will become a norm. You can also stay at my estate mainly, where you know there won't be any Toons around. And if you're worried about another toon trying to mess with you," she continued, her eyes lighting up with a malevolent glint, "well, then, they'll regret it greatly."

At this point, Lowden and most of the other Resistance Rangers had left the street. The whole unfolding of events had taken them all completely by surprise. Mark was truly different than the other Cogs. Whether or not they'd eventually accept this fact was up to them.

"Matzoh?" Mark said, turning to the purple feline, who was lost in the sweet moment.

"Oh, yes?" she replied.

"Thank you for helping to repair me."

She smiled sheepishly, avoiding Flippy's gaze. "You're welcome, Mark."

"And thank you also, Mr. Flippy," Mark said to the placid Mayor, who nodded in response.

"Welcome to Toontown, Mark," Cupcake said, holding out a hand for him to take.

And sure enough, his hand met hers as well.

* * *

**GAH! SO. MANY. FEELS. I love Mark so much. What a cute little gumdrop. Also, this MAY seem like the perfect place to end the story, but there's quite a bit I still need to cover. Ya'll just wait. I've got more for ya. :)**


	10. Fish Out of Water

**Hi there! I finally wrote another chapter, good grief. Anyways, thank you once again to anyone reading, and thank you especially to those who have commented. I love hearing that someone enjoyed reading my story.  
As for this specific chapter, there's part of me that feels like I MAY have rushed it slightly. I hope that it is still cohesive. Also, Jade Qlitterquack and Professor Rainbow belong to Doctor Matzoh. Enjoy!  
**

* * *

Sheriff Jade Glitterquack patiently shuffled her feet in line. She had come to see Mayor Flippy, who seemed to have every Toon visiting him today. She watched as he calmly signed, filed, and flipped through the numerous documents and Toontasks that were shoved in his face, seemingly oblivious to the high demand that was slowly but surely being heaped upon his shoulders. In fact, his expressions indicated that a weight had been lifted from him, probably due to the fact the whole 'good Cog' issue had been resolved. Jade, on the other hand, was less than content. She just couldn't accept the fact that one of her closest friends had been so suddenly deprived of their title, profession, and quite frankly, their dignity. Jade herself didn't really have a family of her own, and ever since Matzoh and her relatives had taken her in, she had vowed to protect them at all costs. She may have not been in 'danger', per say, but Jade knew that losing the one of your greatest passions would've been devastating.

"Why hello there, Sheriff," Flippy greeted her casually, slipping a small stack of papers off to one side. "What brings you here today? No trouble in the Town, I hope." He smiled wearily.

"No, not at all, Mr. Doggenbotton," she assured him, returning the smile. "Personal problems, more so."

"Oh?"

"It's about Doctor Matzoh." Jade's grin faded and her expression went blank.

"Ah, I see." He suddenly peered around her, a look of alarm passing over his face. "Monkey Do, put that down! That is NOT a toy!"

Jade whipped her head around just in time to see the insensible Toon mindlessly shaking around one of Flippy's trophies that had been so carefully set inside a large, glass case. She sent a stern, piercing stare at the young simian, who immediately responded by yelping and placing the sacred object back in its rightful place. She turned back to the baffled canine who was soon smiling sheepishly.

"You certainly have a way with the citizens," he remarked.

"You need to be more assertive, Mr. Mayor" Jade stated bluntly, crossing her aqua arms.

He chuckled. "Well, you're probably right. I guess I'm so passive because I've never had much trouble with my daughter," he said, fondly pointing to one of several framed photos of them together.

Jade glared at the picture._ That child has certainly caused Matzoh trouble_, she thought.

Flippy glanced back up at the duck. "Anyway, I understand your frustration. It wasn't my idea to remove Matzoh's license. I know how much it meant to her. And between you and me, I've been attempting to persuade the more prominent members of the Toon Council to change their mind. She helped my daughter, Jade. I don't believe she did anything wrong. Yes, it irritated me to know that Matzoh and Cupcake went behind my back, but in all reality, what did they do wrong? Think differently than others? I refuse for that to be considered a crime. Not in my town." He leaned back and sighed. "I'm very sorry, Sheriff."

She growled softly, suddenly realizing that she had been subconsciously itching at her arms the whole time. "Ugh, do you have any cream pies in here?" she snapped, startling Flippy considerably.

"Oh dear," he said, slapping a hand over his snout. "I forgot about your allergy to cream. I do have several pies in my cabinet. I always store a few."

Jade swallowed hard. "Alright then, I should be going. Thank you for your time, Mr. Doggenbottom." She turned to leave.

"Jade," Flippy called out, his face marked with consternation.

"What?" she asked, looking back.

"Please, don't do anything rash," he implored.

She nodded, continuing out of his office. She would obey him, of course. After all, he was the mayor. Unfortunately, her definition of rash was _much _different than his.

* * *

The short, bubblegum-pink feline ran through the backstreets of Donald's Dreamland. She glanced around several times, trying to catch sight of the purple Toon she was so desperately trying to find. The cold, night air chilled her to the bone, making this whole ordeal almost unbearable. She huffed in irritation, looking down at her watch. _This is taking forever,_ she thought. Suddenly, her ears perked up as she heard the hum of several low, muffled voices. She looked around, only moments later catching sight of a shadow dancing upon a building nearby. She sprinted off at full speed, racing down the corridors and rounding a few corners. Soon enough, she found herself right in the middle of a makeshift camp, which was hidden behind some of the tallest shops in Donald's Dreamland.

It was a very interesting, almost disturbing scene for Professor Rainbow, who was finally able to catch her breath. Not only were there at least ten Toons lined up next to the gate, but the individual at the end of the procession was none other than Matzoh herself, seated upon a large, wooden crate, with several Toon-Up gags piled in her lap. Just as she was motioning for the next person to come forward, her gaze fell upon the bewildered cat standing with her hands on her hips.

"Aunt Rainbow!" Matzoh squealed. She instantly hopped up, throwing the gags to the floor. "What are you doing here?"

"Well, for starters, I'm wondering what _you_ are doing here." She rubbed her head and took a deep breath. "Val told me that you have been taking certain measures to… _evade_ your license revocation. And now I can plainly see that your action has been to see your patients in secret." She gave her a reproachful look.

Matzoh smiled warily, slowly going back to sit on the crate. "Why'd Aunt Val have to go and rat me out," she muttered.

"Because she cares about you," Rainbow said, walking over and kneeling down next to her. "We all care about you, Matzoh." She smiled fondly at her niece. "Don't you realize what kind of trouble you could get into for going against the Council's orders?"

"Yes," she answered, avoiding eye contact with her aunt.

"Then why are your risking this? I don't want you to lose more than your license. What if they take away your fighting privileges… permanently?"

Matzoh flinched slightly when she heard this. She watched as her 'patients' talked amongst themselves, some discussing their various experiences going sad, while others celebrating the fact that their beloved Doctor cared enough to seek them out and treat them. A confident smile soon spread across her face at this sight.

"I'm risking this because of them. If they need help, I'm going to provide it. I'm a doctor. That's what I always will be. And no one will stop me from caring for those in need."

Rainbow patted her on the head. How could she argue with that? All her sweet niece desired was to contribute to other Toon's wellbeing. And quite honestly, she would've done the same. If only someone could see just how much she cared about those in need. Little did she realize that she wasn't the only one with this idea.

* * *

"OH! I THINK I'VE GOT A BIG ONE! I BET IT'S A DEVIL RAY!"

"No, you probably caught a boot."

"YOU'RE JUST JEALOUS, BROWNIE! WATCH ME REEL IT IN!"

"No."

Cupcake chuckled as she listened to Brownie and Flip Pea argue. For as good of friends as they were, bickering was no stranger in their relationship. It wasn't unusual for them to constantly be at each other's throats like, well, cats and dogs. But at the end of the day, they spoke so highly of each other that one would assume they didn't know what the word 'disagreement' meant.

"OH!" Flip Pea howled, nearly falling backwards as he lugged the object from Cupcake's estate pond. He sighed. It was indeed only a boot.

"HAHA!" Brownie gloated, setting her rod down. "Told you so."

"Told you so and I can't catch one myself…" Flip Pea muttered under his breath.

Brownie turned to Cupcake. "What about you, Cup? Caught anything yet?"

The pink feline peered into her bucket. "Well, let's see." She bent down and surveyed its contents. "Just some Balloon Fish," she replied. "Oh! I also caught a Nurse Shark."

"Lucky," Flip Pea sulked, stringing another jellybean onto his pole.

Cupcake giggled and turned to Mark, who had been standing beside her and observing these happenings with silent enthusiasm. "So, are you ready to give fishing a try?" she asked him, smiling warmly.

"W-well…" he responded, his trepidation ever increasing as he watched the fish flop and writhe in her bucket. He wasn't sure that he would even be able to hold one. "If you think that I can do it, I'll give it a try." He gave her a weak smile, and his tone was less than sure.

"Okay!" she said, excitedly. "Come here and I'll show you how." She motioned for him to join her, and only moments later he was standing on the front end of the pier, anxiously staring into the glistening water below. "Alright, so let's see…" she handed him the rod and stood right behind him. She carefully wrapped her arms around him, curling her fingers around his hand as she demonstrated how to cast the line.

Mark tensed as he felt her up against him. There was something about Cupcake when she was near him. He couldn't figure it out. He almost felt… connected to her when they were close enough. Maybe that was normal, considering she was the one who had rescued him. He had much to learn about emotions, that was for sure.

"Do you think you have it?" she asked, after several minutes of her lesson. "It's pretty easy once you get the hang of it."

Mark snapped out if his thoughts and nodded. Cupcake slowly backed away and off the pier as she watched him try for himself. She sighed. Ever since they had moved in together, things had been absolutely wonderful. She loved teaching him things regarding a Toon's way of life. She loved how innocently curious he was, and she found it breathtakingly endearing when he would become confused at all the things that were different from what he had once known. She would then patiently explain the new topic once more and watch as his eyes lit up when he perfected a new skill. And much to Cupcake's ecstasy, Mark had already shown an unusual interest in Toon gardening. She _hated _caring for plants. So, adding to Mark's delight, she allowed him to take over the exasperating job of coddling something that she believed was only good for sitting upon her table and collecting dust.

Unfortunately, she could never stop thinking about Matzoh, which would always put a slight damper over her joy. Even after repeatedly apologizing and being repeatedly forgiven, she felt awful for causing one of her very best friends to lose their job. Matzoh loved helping others, and Cupcake knew it. She desperately wished that there was something that she could do. Her dad assured her that he was continually working on reinstating her license, but that wasn't enough. She wanted things to go back to normal, _immediately_. It wasn't fair.

"Cupcake!" Brownie suddenly screeched, pointing to Mark. "He's caught something!'

Cupcake whipped her head up just in time to watch Mark struggling violently. There definitely was something on his line, and it looked big. She quickly ran over and slung her arms around his chest, pulling him back and yelling, "MARK! REEL IT IN! HURRY!"

Just as Brownie and Flip Pea were about to run over and help, the fish flung out of the water and landed right in Mark's arms, flopping around and swishing its tail in the air. The dumbfounded Telemarketer immediately flung his arms around, trying to catch the creature. Before he was even able to get it into his hands, however, it flipped straight out and landed back into the water, causing Mark to lose his balance as well. He stumbled back and forth for a few moments, before finally slipping and plummeting into the pond.

"Oh, my Cog!" Cupcake exclaimed, reaching out and taking hold of his hand. Unfortunately, she soon lost her balance and fell in as well.

After exchanging worried glances, Brownie and Flip Pea burst into laughter, shaking their heads at the two soaking individuals.

"I believe we've discovered a new species of Catfish," Flip Pea remarked, earning an amused chuckle from the brown cat beside him.

Cupcake stuck her tongue out playfully, turning to Mark and noticing the amused expression on his face. "So," she began, "what do you think of fishing?"

"Very… different," he admitted. Their eyes suddenly locked, and Mark couldn't help but be taken aback by her piercing stare once more. He smiled softly. "But different is _beautiful_."

Cupcake grinned. Her hand brushed up against his suit, causing chills to run down her spine, ones that were clearly not caused by the temperature of the water. She lightly grabbed onto his jacket, and pulled him in closer, to which Mark responded by grabbing her hand under the water…

"HEY, YOU TWO!" Brownie called out in a bemused tone.

"Yeah, are you guys ready to get out?" Flip Pea barked, rolling his eyes. "The weather's not right to swim, you goofs."

Cupcake cringed slightly as she smiled sheepishly and started dragging herself out of the water. "That's true," she said, helping Mark out as well. She laughed awkwardly, wondering what in the world had just happened. Before she even had a moment's time to think it over, a Portable Hole opened on the ground next to them, and out came HQ Harry, a frantic looked plastered across his countenance.

"Cupcake!" he yelled. "You have to come to Headquarters right now! You won't believe what's happening in the Toon Council meeting!"

"What's going on?" she demanded, her only thought being that it had something to do with her father.

"Sheriff Jade was late to the meeting, which started about half an hour ago. However, she JUST showed up saying that she'd like to challenge Matzoh's license revocation."

"How?"

"I don't know, but I'll bet you can sneak in and see what the deal is."

Cupcake sighed. "Alright then, let's go. I hope that this goes well."

And after saying goodbye to her friends, Cupcake and Harry were off.

* * *

**All will be explained in due time... **


	11. To a New Future

**Hello! Wow, I'm so close to finally being done with this book! After this there will only be one more chapter, meaning Loud and Clear will soon be back in the works! Also, I just wanted to elaborate on my title for chapter 10, 'A Fish Out of Water'. Since the saying alludes to someone having to deal with a new or unusual experience, I named it that way so as to demonstrate just how strange of a situation Cupcake and especially Matzoh had been put in. And there was also a fishing scene... so that MAY have been another reason... :) Enjoy!  
**

* * *

"So, in conclusion, the Daisy Gardens agricultural department is fixedly working on developing these hybrids, and the percent chance concerning the project's success has raised from 99.034 to 99.564, indicating a high probability for the prosperity of this fruitful endeavor. Any questions?"

Not a word was spoken in reply. The room became so silent and still that one could swear they were able to hear the explosion of Cogs many miles away. Flippy swallowed uncomfortably. This had to be one of the single most uninteresting and extensive Toon Council meetings that had ever been held. Part of him even missed the chaos from the previous, unplanned meeting, where their decision on Mark's fate had been discussed. After taking a painfully deep breath, Flippy nodded to Mr. Snouts, who immediately sat down with satisfaction.

"Thank you, Mr. Snouts," he began, "for that very informative explanation of Toontown's current natural resources. I think we can all agree that any questions we might've had were covered by you."

"The pleasure was all mine, Mr. Mayor," he replied, smashing his glasses back onto his snout.

Flippy glanced at the clock hanging upon the wall. "Well, the Council has been in session for a good thirty minutes now, so if there aren't any more topic to cover…"

"YES, I HAVE A PRETTY URGENT TOPIC TO COVER!" a yell came from across the room. All eyes soon were fixated on the boisterous intruder, who was none other than Sheriff Jade, who had been absent for the meeting up until now. She had a determined and slightly crazed look plastered upon her beak, and her arm was thrust into the air, her hand firmly clenching a small cassette tape. "Now, will the Council finally hear MY view of this issue, or will my ideas once more be drowned out by those who feel as if only their voice matters?" She sent a nasty glare at Lord Lowden Clear, who huffed in irritation and crossed one leg over the other.

Flippy's eyes grew wide. He knew what this was about. He sent a pleading glance her way, almost _begging_ that she wouldn't take another step into the room. But she was too far gone, and Flippy knew it. And at this point, he didn't really care.

"Hey!" Mr. Snouts squealed, suddenly standing up. "You're late, Jade!"

"That's _Sheriff_ Jade to you, Oinkers," she hissed, storming over to a portable cassette player nearby. Moments later, she was slamming the player shut and pressing several different buttons, her angry expression becoming somewhat placated once she heard the video starting up. "Flip off the lights, Bacon Bits."

Mr. Snouts scurried over to the light switch on the wall, not wanting to irritate Jade any more than she already was. After flipping yet another switch to let down the projection screen, he quietly sat down in the corner, averting his gaze away from the duck and to the video they were all about to witness. After several minutes, the film began to roll, and the first scene to play was a video of Matzoh as a young kitten, sitting on the floor in her home. Scattered around her were various medical instruments, and she was holding a small, mouse Toon plush, and cradling it in her arms.

_"There, there, Mr. Squeakers,_" she purred softly, sticking a pretend thermometer in its mouth. _"It's all going to be okay."_ She giggled excitedly and kissed the doll on its head. "_I'm going to take care of_ _you, because I'm a doctor. Doctors help other Toons! Hey, Aunt Rainbow_," she suddenly said, peering over the camera. _"Do you think I'll make a good doctor?"_ she asked, smiling.

_"Yes, sweetheart,_" the Toon recording the video assured her. "_You will be the best_."

The scene changed, and it soon showed yet another recording, this time of the day when Matzoh first opened her clinic. She looked so excited, so ready to help those in need. And soon after, many more scenes played in which she was assisting other Toons in need. They all clearly showed her care for the patients that visited her. After fifteen minutes of the video, the tape stopped, and Jade sent a nod to Mr. Snouts, who immediately turned the light back on and reeled up the screen. The aqua duck silently walked over to her usual chair, sat down, and glanced around at the Toons gathered.

"Toon Council," she began, her voice now much calmer than before. "I complied those videos to show you how much _Doctor_ Matzoh cares about her patients, and all of Toontown. All she's ever wanted, for her whole life, was to help others. And you took that from her. How could you, as a community, accept a foreign, dangerous enemy like that Telemarketer, yet destroy one of your own kind for her unusual actions? Then, you let the main perpetrator go unscathed…" she inhaled sharply, catching a warning look from Flippy, who knew that she was talking about his daughter. "Anyway, I don't see, in any way, shape, or form, how you would take away her license to help others. So, does that mean that if I make a wrong decision, or do something 'Untoony', then I'll lose my ability to Toon someone up? To help _heal_ that person? I may not know everything, but I am sure of one thing. If you take away her privilege to help those in need… well, then what kind of a message are you sending to the citizens of Toontown?"

The whole Council was baffled. Many couldn't utter a word, while others were nearly brough to tears by her powerful speech. Flippy himself was incredibly caught off guard by Jade's interest in Matzoh's future. He stole a glance at Lowden, who had a look written on his face that he had never seen before. Oddly enough, he himself looked moved by her words. And because of this, Flippy knew that it would be the perfect time to revisit the question if reinstating her license. He smiled upon the crowd and leaned forward over his podium.

"Council, Sheriff Jade is right. We can't do this. Think of how we're injuring our town! If we want to do what is right for the welfare of all our citizens, then I for one believe we should return _Doctor _Matzoh to her former position." He winked at Jade, who had finally broken into a jubilant grin. "So, who will stand with me?" Just then, before an answer could be given, who should barge in, swinging the doors right open, but Cupcake and HQ Harry, both panting as if they had run a mile.

"HOLD EVERYTHING!" Cupcake yelled. "I… GAH!... Matzoh… GIVE HER LICENSE BACK!"

Mr. Snouts snorted contemptuously. "You're about 3.48 seconds too late."

"Oh, come on!" Harry exclaimed, exasperated. "All of the Council meetings that I've been invited to were concerning the town's budget. But then when there's something actually exciting… _NO_!" He sulked off.

"Have you guys restored Matzoh's title?" Cupcake asked, eagerly.

Flippy sighed. "Well, Buttercup, I'm not entirely sure just yet…"

"Yes," Lowden suddenly said. Every Toon in the room looked to him.

"Lowden, are you serious?" Flippy asked, uncertainty marking his voice.

"Yes." The canine stood up, his expression unreadable. "I'm not going to approve of anything that could possibly endanger the town. Please, reinstate her license. If she cares that much about others, well… then we need a doctor like her." And with those words, he slowly made his way out of the meeting, and was soon shutting the door behind him, leaving everyone in the room dumbfounded.

Several seconds later, Flippy broke out into the biggest smile, and after retrieving his gavel from the compartment under the podium, he slammed it against the surface, and announced. "Well, there you have it, folks. Meeting adjourned!"

* * *

Doctor Matzoh was absolutely ecstatic once she learned that she could continue seeing her patients, and that her clinic would soon be back up and running. She decided to not tell anyone else about her 'secret practice', figuring it would be better to leave this information solely to her, her aunts, and the few Toons who stuck by their doctor in her most difficult season. In the end, all of the pain and anxiety she went through for helping Cupcake was worth it, and every time she would visit her and Mark, she could almost forget her hardest moments. There was something beautiful about their relationship, and she knew that it would have never been possible had she not assisted her dear friend. And now, she just couldn't wait to watch it grow.

As for Sheriff Jade, she soon was greatly compensated for her bold move in the recent Toon Council meeting. Although she greatly feared that Flippy would be angry for her interruption, his emotions were surprisingly quite the opposite. And to thank her for convincing Lord Lowden Clear and the other members to restore Matzoh's title, he ordered several Loony Labs scientists to create a new and improved cream pie, without the cream. Within a week the product was finished, and the exuberant duck was finally able to use Throw level five.

* * *

Mark stared up at the stars twinkling in the lucid night sky. He thought about all that had happened to him over the course of mere days; how he was turned on by those who he believed to be his comrades, how he had nearly been annihilated, and then how a wonderful, amazing individual had found him and brought her into his life. He had been thrust into the life of a Toon, and despite the things he still didn't understand, Cupcake was slowly acclimating him to his new life. To _their_ new life.

Just then, Mark heard the door to Cupcake's house open and then click shut. He turned around and watched as she walked over to meet him. Her face was brightened by a gorgeous smile, and Mark grinned once he saw her soft, emerald eyes glistening in the dark.

"So, what do you think of them?" Cupcake asked, pointing up to the stars.

Mark glanced back at the sky. "They're beautiful," he remarked. _Almost as beautiful as you, _he thought.

The pair stayed there for some time, standing only inches apart. Eventually, their hands brushed together, and without a word, their fingers were soon locked, as they both attempted to stifle the excitement they felt. After nearly ten minutes, Cupcake let go of his hand and pulled away, turning to face him as their eyes met.

"Mark…" she began, but was cut short by him shaking his head.

"No, Cupcake, I need to say something first." He sighed. "When we first became friends, only days ago, I was terrified of you. There was this constant, nagging voice in the back of my head that told me you would leave me, or want to get rid of me, just like everyone else in my life has. But now, here we are, becoming closer and closer by the hour, and I can't figure out how, in all of Cog Nation, I was able to meet a Toon like you. It makes no sense. But I can assure you that I will never, ever take this life you've given me for granted. Thank you, Cupcake. I… care so much about you now. I've never experienced these feelings. You're so wonderful, and…"

Before he could utter another word, Cupcake grabbed him by the lapels of his suit, pulled him down, and had planted a kiss right on his cheek. His eyes grew wide once he realized what she was doing, and even as she broke off and let him go, he was speechless and barely able to comprehend what had just happened. She smiled warmly, and whispered, "I care about you too, Mark. Don't ever forget that." And with nothing more spoken, Cupcake quietly padded back into her home.

Mark was completely stunned for what felt like an eternity. Eventually, however, he placed his hand over his cheek and grinned. He had never known this emotion before, but whatever it was, he hoped that it would never end. And with that, he slowly crept back up to her house, ready to see where this journey would take them.

* * *

**I was so emotional writing this chapter oh my goodness. O-O**


	12. Only Time Will Tell

**Hello, ya'll! I am finally finished with this story! After much coordinating, excitement, and of course, _writing_, it's completed. I want to say thank you once more to anyone who has read this. Also, an even bigger thanks to those who have commented. I was so hesitant to post this book, but now I'm one-hundred percent convinced that I did the right thing. And once more, thanks to Doctor Matzoh, my wonderful TTR friend who allowed me to write and develop her characters into my story. I will list all those that belong to her at the bottom. **  
**Finally, I WILL be working on Loud and Clear, now that this is done. I also have several other books written and even ones in mind for later. Cupcake's backstory is one that intertwines heavily with Toontown lore, and of course, she had her own store of secrets. Hopefully, I can get around to writing those.**

**THANK YOU ALL! :)**

* * *

"Hello?"

"Yes, hello. I'm surprised that you're returning my call so soon." The voice was cold, metallic, and harsh. Edward cringed as he thought of a response.

"Well, your calls are always my top priority. Besides," he continued, his anxiety ever increasing, "Mark's location has been confirmed. He has indeed initiated residence with Cupcake Doggenbottom."

"_How wonderful,"_ came the hissing reply, in a tone that practically _dripped _with hatred and venom. There was an irritated sigh, then, "So, have you found the device? Or rather, is it in the Lawbot's possession?"

Edward shook his head, as if the other could see him. "No. _Not yet_, that is. But we already discussed this. Remember the deal made so many years ago? We promised the Toon that we would never use it, as long as they kept up their end of the arrangement."

"And where is he now?" the voice questioned, angrily. "What is he doing, but destroying out kind? Exactly what we were assured would _not _be happening."

"Not entirely, if you'd recall correctly. No matter; it's still dangerous."

"Well, I guess we'll be throwing our little 'negotiation' out the window, not won't we? As the saying goes, desperate times call for desperate measures. Oh, and Edward?"

"Yes?"

"We'll be in touch."

And with that, the call was ended. Edward huffed in exasperation. That Cog was a monster. They would clearly stop at nothing to get what they desired.

* * *

MY JOURNAL August 26, 2008

Dear journal,  
Hiya there! It has been quite the week, let me tell you. It's only been a few days since Mark received Toontown Citizenship, and we're just now finally getting things settled. He hasn't left my estate since then, and I'm beginning to get worried that he needs a change of scenery. No matter. Eventually, I'll be able to bring him out. That is, once both he _and _the other Toons are comfortable. People are still so shocked at the idea of a Cog now living among us, but if I know my town the way I think that I do, they will eventually come to trust and support him as if he was one of us. And concerning gags, I'm not one hundred percent sure what would happen if he were to get attacked. Do his emotions make him immune to gags? He's been able to withstand the silliness of the estate grounds, but he's never stepped foot inside of a playground. And what about Silly Surges? Mark is a completely harmless gumdrop, so sweet and kind, and he's so terrified of us Toons. He knows how fierce we can be in battles, and he's probably seen his fair share of Cogs explode at our hands. Anyway, I suppose right now everything will be okay. Of course, _I'll _always be here to protect him.

Brownie and Flip Pea are still wary of Mark, but slowly they've come to realize that he is now a part of my life. They're wonderful friends, and they both apologized for not supporting me in the beginning. My dad also apologized for the uncertainty I went through waiting for his response. As for Matzoh, well, she has her practice back, and I couldn't be more excited. She's an amazing Toon.

Oh, and one more thing about Mark. Last night, I… _kissed_ him. Yes, it was on the cheek, but still. It was so pure and beautiful. Why do I even feel this way about him? Cogs and Toons can NOT be together. But then, why do I want to be with him every single second of the day? Why do I just want to run up to him and be embraced in his arms… ugh. I don't understand.

So, in the words of the late Fissiontons, time is ticking. Our timeline keeps counting down to something, though no one knows quit what. Only time will tell. Toonown is ever-changing, and there are so many secrets stored up in its very core that sometimes I wonder if we'll ever be able to figure them all out. Will we be able to wait? Will_ I_ be able to wait? Now that's the real question.

BYE FOR NOW, CUPCAKE DOGGENBOTTOM

* * *

**Characters belonging to Doctor Matzoh:**

**Doctor Matzoh (of course)**  
**The Banana**  
**Sheriff Jade Glitterquack**  
**Professor Rainbow**


End file.
